EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”), dated as of August 16, 2012 (the “Effective Date”),
is made by and between GenSpera, Inc., a Delaware corporation (the “Company”), and Nancy Jean
Barnabei (“Executive”).  This Agreement is intended to confirm the understanding and set
forth the agreement between the Company and Executive with respect to Executive’s employment by the Company.  In consideration
of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby agree as follows:


 


1.             Employment
& Directorship.


 


(a)          Title
and Duties.  Subject to the terms and conditions of this Agreement, the Company will employ Executive, and Executive
will be employed by the Company as Vice President Finance and Treasurer and accordingly the Principal Accounting Officer (“PAO”),
reporting to the Chief Executive Officer of the Company.  Executive will have the responsibilities, duties and authority
commensurate with said position.  Executive will also perform such other services of an executive nature for the Company
as may be reasonably assigned to Executive from time to time.


 


(b)          Devotion
to Duties.  For so long as Executive is employed hereunder, Executive will devote 24 hours per week to the business and
affairs of the Company; provided that nothing contained in this Section 1(b) will be deemed to prevent or limit Executive’s
right to manage Executive’s personal investments on Executive’s own personal time, including, without limitation,
the right to make passive investments in the securities of (i) any entity which Executive does not control, directly or indirectly,
and which does not compete with the Company, or (ii) any publicly held entity (other than the Company or its related entities)
so long as Executive’s aggregate direct and indirect interest does not exceed four and 99/100 percent (4.99%) of the issued
and outstanding securities of any class of securities of such publicly held entity.  Except as set forth on Exhibit
A hereto, Executive represents that Executive is not currently a director (or similar position) of any other entity
and is not employed by or providing consulting services to any other person or entity, and Executive agrees to refrain from undertaking
any such position or engagement without the prior approval of the Board, which approval shall not be unreasonably withheld. 
Executive may continue to serve as a director, and provide services, for the entities listed on Exhibit A
provided that such service does not create any conflicts, ethical or otherwise, with Executive’s responsibilities to the
Company and further provided that Executive’s time commitments do not unreasonably interfere with her fulfillment of her
responsibilities hereunder, as determined by the Board or its designated committee thereof. Executives affiliation with the entities
listed on Exhibit A are subject to periodic review by the Board of Directors of the Company (“Board”)
or its designated committee for purpose of compliance with the preceding sentence.


 


(c)          Directorship.
In the event that Executive is elected to serve on the Company’s Board, the Executive agrees to accept election, as director
of the Company, without any compensation therefore other than as specified in this Agreement.


 


2.             Term of Agreement; Termination of Employment.


 


(a)          Term
of Agreement.  The term of this Agreement shall commence on the Effective Date and shall continue in effect for two (2)
years; provided however, that commencing on the second anniversary of the Effective Date and continuing each anniversary
thereafter, the Term shall automatically be extended for one (1) additional year unless, not later than three (3) months before
the conclusion of the Term, the Company or the Executive shall have given notice not to extend the Term.  Such notice or
such termination of this Agreement shall not on its own have the effect of terminating Executive’s employment, nor shall
it constitute Cause (as defined below).  The duration of this Agreement is referred to as the “Term.”


 



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(b)          
At-Will Employment/Termination of Employment.  Executive is an at-will employee of the Company, which means the employment
relationship can be terminated by either the Company or Executive, at any time, with or without prior notice and with or without
cause. Notwithstanding the forgoing, any termination of Executive’s employment is subject to Section 4 of this Agreement.
Any statements or representations to the contrary (and any statements contradicting any provision in this Agreement) are ineffective.
Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment
for any particular period of time. Any modification or change in your at-will employment status may only occur by way of a written
employment agreement signed by you and a duly authorized member of the Board. Notwithstanding anything else contained in this Agreement,
Executive’s employment will terminate upon the earliest to occur of the following:


 


(i)            Death. 
Immediately upon Executive’s death;


 


(ii)          Termination
by the Company.


 


(A)         
If because of Disability (as defined below), then upon written notice by the Company to Executive that Executive’s employment
is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice;


 


(B)          
If for Cause (as defined below), then upon written notice by the Company to Executive that states that Executive’s employment
is being terminated for Cause and sets forth the specific alleged Cause for termination and the factual basis supporting the alleged
Cause, which termination shall be effective on the date of such notice or such later date as specified in writing by the Board;
or


 


(C)          
If without Cause (i.e., for reasons other than Sections 2(b)(ii)(A) or (B)), then upon written notice by the Company to Executive
that Executive’s employment is being terminated without Cause, which termination shall be effective on the date of such notice
or such later date as specified in writing by the Board; or


 


(iii)          Termination
by Executive. 


 


(A)          
If
for Good Reason (as defined below), then upon written notice by Executive to the Company that states that Executive is terminating
Executive’s employment for Good Reason and sets forth the specific alleged Good Reason for termination and the factual basis
supporting the alleged Good Reason, such termination shall be effective on the date of such notice; or


 


(B)          
If
without Good Reason, then upon written notice by Executive to the Company that Executive is terminating Executive’s employment,
which termination shall be effective, at Executive’s election, not less than thirty (30) days and not more than sixty (60)
days after the date of such notice; provided that the Executive may request at such time to such shorter period; and further
provided that the Board may choose to accept Executive’s resignation effective as of an earlier date.


 


Notwithstanding
anything in this Section 2(b), the Company may at any point terminate Executive’s employment for Cause prior to the effective
date of any other termination contemplated hereunder if such Cause exists.


 



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(c)          Definition
of “Disability”.  For purposes of this Agreement, “Disability” shall mean
that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6)
months.  Whether the Executive has a Disability will be determined by a majority of the Board based on evidence provided
by one or more physicians selected by the Board and approved by Executive, which approval shall not be unreasonably withheld.


 


(d)          Definition of “Cause”.  For purposes of this Agreement, “Cause” shall mean
that Executive has:


 


(i)       
Intentionally committed an unlawful act or omission in the performance of Executives duties that materially harms the Company;


 


(ii)       
been grossly negligent in the performance of Executive’s duties to the Company;


 


(iii)       Willfully failed or refused to follow the lawful and proper directives of the Board;


 


(iv)       been convicted of, or pleaded guilty or nolo contendre, to a felony;


 


(v)       
committed an act involving moral turpitude;


 


(vi)       committed an act relating to the Company involving, in the good faith judgment of the Board, material fraud or theft resulting
in material harm to the Company;


 


(vii)      breached any material provision of this Agreement that, if curable, is not cured within thirty (30) days after written notice
thereof is delivered to the Executive by the Company, or any nondisclosure or non-competition agreement (including the Proprietary
Information, Inventions, and Competition Agreement attached here as Exhibit B ), between Executive and the
Company, as all of the foregoing may be amended prospectively from time to time; or


 


(viii)   
breached a material provision of any code of conduct or ethics policy in effect at the Company, as all of the foregoing
may be amended prospectively from time to time.


 


(e)     Definition
of “Good Reason”.  For purposes of this Agreement, “Good Reason” shall mean the occurrence of
one or more of the following without the Executive’s consent:  (i) a change in the principal location at which the Executive
performs her duties for the Company to a new location that is at least forty (40) miles from the prior location without Executive’s
consent; (ii) a material change in the Executive’s authority, functions, duties or responsibilities as Vice President Finance
and Treasurer and the Principal Accounting Officer of the Company, which would cause her position with the Company to become of
less responsibility, importance or scope than her position on the date of this Agreement, provided, however, that such material
change is not in connection with the termination of the Executive’s employment by the Company for Cause or death or Disability
and further provided that it shall not be considered a material change if the Company becomes a subsidiary of another entity and
Executive continues to hold the position of Vice President Finance and Treasurer and the Principal Accounting Officer in the subsidiary;
(iii) a reduction in the Executives annual base salary; (iv) a reduction in Executive’s Target Annual Bonus as compared to
the Target Annual Bonus set for the previous fiscal year or (v) the Company’s material breach of this Agreement that, if
curable, is not cured within thirty (30) days after written notice thereof is delivered to the Company by Executive.


 



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(f)           Board
Membership.  Upon termination of Executive’s employment for any reason, if so requested by a majority of the Board,
Executive shall immediately resign in writing as a director of the Company.


 


3.            Compensation.


 


(a)           Base
Salary.  While Executive is employed hereunder, the Company will pay Executive a base salary at the gross annualized
rate of $144,000.00 (the “Base Salary”), paid in accordance with the Company’s usual payroll
practices.  The Base Salary will be subject to review annually or on such periodic basis (no less than annually) as the Company
reviews the compensation of the Company’s other senior executives and may be adjusted upwards in the sole discretion of
the Board or its designee.  The Company will deduct from each such installment any amounts required to be deducted or withheld
under applicable law or under any employee benefit plan in which Executive participates.


 


(b)           Annual
Bonus.  Executive may be eligible to earn an Annual Bonus relating to each fiscal year, based on the achievement of individual
and Company written goals established on an annual basis by the Board within thirty (30) days of the beginning of the fiscal year. 
Such goals may include minimum working capital or other financial requirements as a condition to receiving the Annual Bonus. The
applicable bonus amount shall be determined at such time as the Board establishes the written goals for each applicable year (“Target
Annual Bonus”). Any awarded Annual Bonus shall be paid within 2 1⁄2 months of the year to which it relates.
Notwithstanding the forgoing, Executive acknowledges that the bonus may be comprised of cash and non-cash compensation as determined
at the sole discretion of the Board or its designee. Executive’s initial Target Annual Bonus will be up to 35% of Executive’s
Base Salary, which will be pro-rated for such portion of the remaining year from the Effective Date of this Agreement.


 


(c)         Discretionary
Bonus. At the sole discretion of the Board, the Executive shall be eligible to receive an annual discretionary bonus (the “Discretionary
Bonus”) which may also be referred to as a Long Term Incentive Bonus. Any awarded Discretionary Bonus shall be
paid within 2 1⁄2 months of being granted. Notwithstanding the forgoing, Executive acknowledges that the bonus may be comprised
of cash or non-cash compensation as determined at the sole discretion of the Board or its designee. Executive’s initial Discretionary
Bonus will be up to 100% of Executive’s Base Salary, which will be pro-rated for such portion of the remaining year from
the Effective Date of this Agreement.


 


(d)         Stock
Option Grants. The Company shall grant Executive the stock options as provided for on Exhibit C (“Options”).
In connection with such grant, the Executive shall enter into the Company’s standard stock option agreement which will incorporate
the vesting schedule and other terms described in Exhibit C. The Board shall review the aggregate number of
stock options granted to the Executive not less frequently than annually in order to determine whether an increase in the number
thereof is warranted.


 


(e)          
Fringe Benefits.  In addition to any benefits provided by this Agreement, Executive shall be entitled to participate generally
in all employee benefit, welfare and other plans, practices, policies and programs (collectively “Benefit Plans”)
and fringe benefits maintained by the Company from time to time on a basis no less favorable than those provided to other similarly-situated
executives of the Company.  Executive understands that, except when prohibited by applicable law, the Company’s Benefit
Plans and fringe benefits may be amended, enlarged, diminished or terminated prospectively by the Company from time to time, in
its sole discretion, and that such shall not be deemed to be a breach of this Agreement. Executive acknowledges that at present,
the Company does not maintain any Benefit Plans and nothing contained herein shall obligate the Company to establish any such plans.


 



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(f)           Paid Time Off.  Executive will be entitled to an initial eighteen (18) days of Paid Time Off (“PTO”)
per year, administered in accordance with and subject to the terms of the Company’s PTO policy, as it may be amended prospectively
from time to time. Executive is entitled to accrue additional PTO days for any days not taken in the prior year provided that in
no event shall Executive be entitled to more than twenty seven (27) PTO days per any calendar year.


 


(g)          
Reimbursement of Expenses.  The Company will promptly reimburse Executive for all ordinary and reasonable out-of-pocket
business expenses that are incurred by Executive in furtherance of the Company’s business in accordance with the Company’s
policies with respect thereto as in effect from time to time.


 


4.             Compensation Upon Termination.


 


(a)           Definition of Accrued Obligations.  For purposes of this Agreement, “Accrued Obligations ”
means (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment
with the Company and has not yet been paid; (ii) to the extent required by law and the Company’s policy, an amount equal
to the value of Executive’s accrued but unused PTO days; (iii) the amount of any expenses properly incurred by Executive
on behalf of the Company prior to any such termination and not yet reimbursed; (iv) the Annual Bonus related to the most recently
completed fiscal year, if not already paid and if the termination is not for Cause (the amount of which shall be determined in
accordance with Section 3(b) above); (v) any accrued but unused PTO days; and (vi) any applicable Discretionary Bonus previously
awarded, if not already paid and if the termination is not for Cause. Executive’s entitlement to any other compensation or
benefit under any plan or policy of the Company, including but not limited to applicable equity compensation plans, shall be governed
by and determined in accordance with the terms of such plans or policies, except as otherwise specified in this Agreement.


 


(b)           Termination for Cause, By the Executive without Good Reason, or as a Result of Executive’s Disability or Death.


 


(i)           
If Executive’s employment is terminated either by the Company for Cause or by Executive without Good Reason, or if Executive’s
employment terminates as a result of the Executive’s death, the Company will pay the Accrued Obligations to Executive, or
his estate, promptly following the effective date of such termination.


 


(ii)          
In case of termination by the Company as a result of the Executive’s Disability, the Company will pay Executive the Accrued
Obligations plus an amount equal to twelve (12) months of Executive’s then-current Base Salary.


 


(c)          Termination
by the Company without Cause or by Executive with Good Reason.  If Executive’s employment is terminated by the Company
without Cause or by Executive with Good Reason, then:


 


(i)           
The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination;


 


(ii)          
The Company will pay Executive a total amount equal to eighteen (18) months of Executive’s then current Base Salary, less
applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s
usual payroll practices over a period of eighteen (18) months beginning after the effective date of the separation agreement described
in Section 4(d);


 



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(iii)         
The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements
of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the
premium co-pay charged to active employees of the Company electing the same coverage, for eighteen (18) months from the Separation
Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits
in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does
not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such
premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and


 


(iv)         
That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall
vest and be immediately exercisable as of the date of the employment termination.  All options and shares of restricted stock
shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan


 


(d)          Release
of Claims/Board Resignation.  The Company shall not be obligated to pay Executive any of the compensation or provide Executive
any of the benefits set forth in Section 4(b)(i) or 4(c) (other than the Accrued Obligations) unless and until Executive has (i)
executed a timely separation agreement in a form acceptable to the Company, which shall include a release of claims between the
Company and the Executive and may include provisions regarding mutual non-disparagement and confidentiality; and (ii) resigned
from the Board, if so requested pursuant to Section 2(e).


 


(e)          Other
Payments or Benefits Owing.  The payments and benefits set forth in this Section 4 shall be the sole amounts owing to
Executive as separation pay upon termination of Executive’s employment.  Executive shall not be eligible for any other
payments, including but not limited to additional Base Salary payments, bonuses, commissions, or other forms of compensation or
benefits, except as may otherwise be set forth in this Agreement or in Company plan documents with respect to plans in which Executive
is a participant.


 


(f)          Notwithstanding
any other provision with respect to the timing of payments under Section 4, if, at the time of Executive’s termination, Executive
is deemed to be a “specified employee” (within the meaning of Code Section 409A, and any successor statute, regulation
and guidance thereto) of the Company, then limited only to the extent necessary to comply with the requirements of Code Section
409A, any payments to which Executive may become entitled under Section 4 which are subject to Code Section 409A (and not otherwise
exempt from its application) will be withheld until the first (1st) business day of the seventh (7th) month
following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the
accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4.


 


5.            Competition. 
Executive agrees to sign and return to the Company the Proprietary Information, Inventions, and Competition Agreement (the “Proprietary
Information Agreement”) attached hereto as Exhibit B concurrently with the execution of this Agreement.  The
parties agree that the obligations set forth in the Proprietary Information Agreement shall survive termination of this Agreement
and termination of the Executive’s employment, regardless of the reason for such termination.


 


6.            Property
and Records.  Upon termination of Executive’s employment hereunder for any reason or for no reason, Executive will
deliver to the Company any property of the Company which may be in Executive’s possession, including blackberry-type devices,
laptops, cell phones, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same.


 



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7.            General.


 


(a)          Notices. 
Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall
be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight
courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission;
(iv) by certified or registered mail, return receipt requested, upon verification of receipt, or (v) via facsimile with confirmation
of receipt at the Company’s primary facsimile number.  Notices to Executive shall be: (x) sent to the last known address
in the Company’s records or such other address as Executive may specify in writing; or (y) via facsimile with confirmation
of receipt at the facsimile number provided to the Company by Executive.  Notices to the Company shall be sent to the Company’s
Board, or to such other Company representative as the Company may specify in writing.


 


(b)          Entire
Agreement/Modification.  This Agreement, together with the Proprietary Information Agreement attached hereto, and the
other agreements specifically referred to herein, embodies the entire agreement and understanding between the parties hereto and
supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.  No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this Agreement (or in a subsequent written modification
or amendment executed by the parties hereto) will affect, or be used to interpret, change or restrict, the express terms and provisions
of this Agreement.


 


(c)          Waivers
and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent
will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar.  Each such waiver or consent will be effective only in the specific instance and for the purpose for which
it was given, and will not constitute a continuing waiver or consent.


 


(d)          Assignment
and Binding Effect.  The Company may assign its rights and obligations hereunder to any person or entity that succeeds
to all or substantially all of the Company’s business or that aspect of the Company’s business in which Executive is
principally involved.  Executive may not assign Executive’s rights and obligations under this Agreement without the
prior written consent of the Company.  This Agreement shall be binding upon Executive, Executive’s heirs, executors
and administrators and the Company, and its successors and assigns, and shall inure to the benefit of Executive, Executive’s
heirs, executors and administrators and the Company, and its successors and assigns.


 


(e)          Indemnification. 
The Company shall indemnify the Executive, to the fullest extent permitted under the laws of the State of Delaware, against any
judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, incurred by the Executive
in connection with the defense of any claim or other matter made against the Executive, or threatened to be made, by reason of
his being or having been an officer or director of the Company.


 


(f)          Governing
Law.  This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and
governed by the law of Texas, without giving effect to conflict of law principles.


 


(g)         Severability. 
The parties intend this Agreement to be enforced as written. However, should any provisions of this Agreement be held by a court
of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby.


 



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(h)        Headings
and Captions.  The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


8.            Counterparts. 
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same instrument.  For all purposes a signature
by fax shall be treated as an original.


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Employment Agreement as of the date first written above.


 


	EXECUTIVE	 	GENSPERA, INC.
	 	 	 
	 	 	By:	 	 
	(Signature)	 	 	Craig Dionne, PhD	 
	Print Name: Nancy Jean Barnabei	 	 	President and CEO	 
	 	 	 	 	 
	 Date:	 	 Date:


 



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EXHIBIT A


 


Entities


 



    	 



    	 



    

 


EXHIBIT B


 


Proprietary Information, Inventions,
and Competition Agreement


 



    	 



    	 



    

 


EXHIBIT C


 


Inducement Grant


 


As an inducement for entering into the
Agreement, Executive shall be granted 200,000 common stock purchase options (the “Inducement Options”).
The Inducement Options will have an exercise price equal to the closing price of the Company’s common stock on the day of
acceptance of this offer and a term of 7 years from such date. The Inducement Options shall vest as follows: (i) 60,000 upon the
Effective Date of this Agreement, and (ii) 60,000 on the one year anniversary of the Effective Date of this Agreement, provide
you are still employed by the Company at such time. In addition, 80,000 Inducement Options shall vest upon Executive becoming a
full time employee of the Company, provided Executive becomes a full time employee on or before the two year anniversary of this
Agreement. In the event Executive fails to become a full time employee by such time, the 80,000 Incentive Options shall automatically
terminate. The Incentive Option shall be granted from the Company’s 2007 Equity Compensation Plan (“Plan”) and
subject to all terms and conditions thereunder. In connection with such grant, the Executive shall enter into the Company’s
standard stock option agreement which will incorporate the terms described in this paragraph.


 


Subject to any applicable acceleration
provisions contained in this Agreement, upon termination of Executive’s employment with the Company, Executive’s rights
to any portion of the Incentive Options that has not yet vested as of the date of such termination shall not vest and all of Executive’s
rights to such unvested portion of the Incentive Options shall terminate. In the event of a Change of Control (as such term is
defined in the Plan), the entire Incentive Option shall vest and become immediately exercisable.