EX-10.52






Exhibit 10.52




GTx, Inc.




2004 Equity Incentive Plan




Adopted January 14, 2004

Approved By Stockholders January 14, 2004

Amended by the Board March 6, 2008

Approved by Stockholders April 30, 2008

Amended by the Board November 4, 2008




1. Purposes.




     (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the
Employees, Directors and Consultants of the Company and its Affiliates.



     (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible
recipients of Stock Awards may be given an opportunity to benefit from increases in value of the
Common Stock through the granting of the following Stock Awards: (i) Options, (ii) Restricted
Stock Awards, (iii) Stock Appreciation Rights, (iv) Phantom Stock and (v) Other Stock Awards.



     (c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the
group of persons eligible to receive Stock Awards, to secure and retain the services of new members
of this group and to provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.



2. Definitions.




     (a) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of
the Code.



     (b) “Board” means the Board of Directors of the Company.



     (c) “Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a).



     (d) “Change in Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:



          (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the combined voting power of the Company’s
then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because the
level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a repurchase or other
acquisition of voting securities by the Company reducing the number of shares outstanding, provided
that if a Change in Control would occur



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(but for the operation of this sentence) as a result of the acquisition of voting securities
by the Company, and after such share acquisition, the Subject Person becomes the Owner of any
additional voting securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities Owned by the Subject Person over
the designated percentage threshold, then a Change in Control shall be deemed to occur;



          (ii) there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly
or indirectly, outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar
transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent
of the surviving Entity in such merger, consolidation or similar transaction;



          (iii) the stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company
shall otherwise occur;



          (iv) there is consummated a sale, lease, license or other disposition of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease,
license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of
the voting securities of which are Owned by stockholders of the Company in substantially the same
proportions as their Ownership of the Company immediately prior to such sale, lease, license or
other disposition; or



          (v) individuals who, on the date this Plan is adopted by the Board, are members of the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of
the Board; provided, however, that if the appointment or election (or nomination for election) of
any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be considered as a
member of the Incumbent Board.



     Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in
Control (or any analogous term) in an individual written agreement between the Company or any
Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards
subject to such agreement (it being understood, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply).



     (e) “Code” means the Internal Revenue Code of 1986, as amended.



     (f) “Committee” means a committee of one or more members of the Board appointed by the Board
in accordance with Section 3(c).



     (g) “Common Stock” means the common stock of the Company.



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     (h) “Company” means GTx, Inc., a Delaware corporation.



     (i) “Consultant” means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or
(ii) serving as a member of the Board of Directors of an Affiliate and who is compensated for such
services. However, the term “Consultant” shall not include Directors who are not compensated by
the Company for their services as Directors, and the payment of a director’s fee by the Company for
services as a Director shall not cause a Director to be considered a “Consultant” for purposes of
the Plan.



     (j) “Continuous Service” means that the Participant’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A
change in the capacity in which the Participant renders service to the Company or an Affiliate as
an Employee, Consultant or Director or a change in the entity for which the Participant renders
such service, provided that there is no interruption or termination of the Participant’s service
with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For
example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a
Director shall not constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party’s sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a
leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award
only to such extent as may be provided in the Company’s leave of absence policy or in the written
terms of the Participant’s leave of absence.



     (k) “Corporate Transaction” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:



          (i) a sale or other disposition of all or substantially all, as determined by the Board in its
discretion, of the consolidated assets of the Company and its Subsidiaries;



          (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding
securities of the Company;



          (iii) a merger, consolidation or similar transaction following which the Company is not the
surviving corporation; or



          (iv) a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of securities, cash
or otherwise.



     (l) “Covered Employee” has the meaning provided in Section 162(m)(3) of the Code and the
regulations promulgated thereunder.



     (m) “Director” means a member of the Board of Directors of the Company.



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     (n) “Disability” means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code.



     (o) “Employee” means any person employed by the Company or an Affiliate. Service as a
Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to
constitute “employment” by the Company or an Affiliate.



     (p) “Entity” means a corporation, partnership or other entity.



     (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (r) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include
(A) the Company or any Subsidiary of the Company, (B) any employee benefit plan of the Company or
any Subsidiary of the Company or any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (D) an Entity Owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their Ownership of stock of the Company.



     (s) “Fair Market Value” means, as of any date, the value of the Common Stock determined as
follows:



          (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq
Global Market or any other established market, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in the Common Stock) on the date of
determination, as reported in The Wall Street Journal or such other source as the Board deems
reliable.



          (ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common
Stock on the date of determination, then the Fair Market Value shall be the closing sales price on
the last preceding date for which such quotation exists.



          (iii) In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined by the Board in good faith and in a manner that complies with Section 409A of the Code.



     (t) “Non-Employee Director” means a Director who either (i) is not a current Employee or
Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or
indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or
in any capacity other than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
(“Regulation S-K”)), does not possess an interest in any other transaction as to which disclosure
would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship
as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.



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     (u) “Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.



     (v) “Option” means a nonstatutory stock option granted pursuant to the Plan that is not
intended to qualify as an incentive stock option under Section 422 of the Code and the regulations
promulgated thereunder.



     (w) “Option Agreement” means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.



     (x) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.



     (y) “Other Stock Award” means an award based in whole or in part by reference to the Common
Stock that is granted pursuant to the terms and conditions of Section 7(d).



     (z) “Outside Director” means a Director who either (i) is not a current employee of the
Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated
under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated
corporation” receiving compensation for prior services (other than benefits under a tax-qualified
pension plan), was not an officer of the Company or an “affiliated corporation” at any time and is
not currently receiving direct or indirect remuneration from the Company or an “affiliated
corporation” for services in any capacity other than as a Director; or (ii) is otherwise considered
an “outside director” for purposes of Section 162(m) of the Code.



     (aa) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to
have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or
Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.



     (bb) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Stock Award.



     (cc) “Phantom Stock” means a right to receive shares of Common Stock that is granted pursuant
to the terms and conditions of Section 7(b).



     (dd) “Restricted Stock Award” means an award of shares of Common Stock which is granted
pursuant to the terms and conditions of Section 7(a).



     (ee) “Retirement” means a Participant’s voluntary termination of Continuous Service with the
Company either (i) after age sixty-five and after having been employed by the Company for at least
ten (10) years or (ii) after age fifty-five, after having been employed by the Company for at least
ten (10) years and with the written authorization of the chief executive officer or the Board.



     (ff) “Plan” means this GTx, Inc. 2004 Equity Incentive Plan.



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     (gg) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule
16b-3, as in effect from time to time.



     (hh) “Securities Act” means the Securities Act of 1933, as amended.



     (ii) “Stock Appreciation Right” means a right to receive the appreciation of Common Stock that
is granted pursuant to the terms and conditions of Section 7(c).



     (jj) “Stock Award” means any right granted under the Plan, including an Option, a Restricted
Stock Award, Phantom Stock, a Stock Appreciation Right and an Other Stock Award.



     (kk) “Stock Award Agreement” means a written agreement between the Company and a holder of a
Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock
Award Agreement shall be subject to the terms and conditions of the Plan.



     (ll) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than
fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether, at the time, stock
of any other class or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company,
and (ii) any partnership in which the Company has a direct or indirect interest (whether in the
form of voting or participation in profits or capital contribution) of more than fifty percent
(50%).



3. Administration.




     (a) Administration by Board. The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c).



     (b) Powers of Board. The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:



          (i) To determine from time to time which of the persons eligible under the Plan shall be
granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of
types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not
be identical), including the time or times when a person shall be permitted to receive Common Stock
pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock
Award shall be granted to each such person.



          (ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish,
amend and revoke rules and regulations for its administration. The Board, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award
Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.



          (iii) To effect, at any time and from time to time, with the consent of any adversely affected
Optionholder, (1) the reduction of the exercise price of any outstanding Option under the Plan, (2)
the cancellation of any outstanding Option under the Plan and the



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grant in substitution therefor of
(A) a new Option under the Plan or another equity plan of the Company covering the same or a
different number of shares of Common Stock, (B) a Restricted Stock Award (including a stock bonus),
(C) a Stock Appreciation Right, (D) Phantom Stock, (E) an Other Stock Award, (F) cash and/or (G)
other valuable consideration (as determined by the Board, in its sole discretion), or (3) any other
action that is treated as a repricing under Generally Accepted Accounting Principles.



          (iv) To amend the Plan or a Stock Award as provided in Section 12.



          (v) To terminate or suspend the Plan as provided in Section 13.



          (vi) Generally, to exercise such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company and that are not in conflict with the
provisions of the Plan.



     (c) Delegation to Committee.



          (i) General. The Board may delegate administration of the Plan to a Committee or Committees
of one (1) or more members of the Board, and the term “Committee” shall apply to any person or
persons to whom such authority has been delegated. If administration is delegated to a Committee,
the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may abolish the Committee at any time and revest in the Board the administration of the
Plan.



          (ii) Section 162(m) and Rule 16b-3 Compliance. In the discretion of the Board, the Committee
may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code,
and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the
scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more
members of the Board who are not Outside Directors the authority to grant Stock Awards to eligible
persons who are either (a) not then Covered Employees and are not expected to be Covered Employees
at the time of recognition of income resulting from such Stock Award or (b) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to
a committee of one or more members of the Board who are not Non-Employee Directors the authority to
grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.



     (d) Delegation to an Officer. The Board may delegate to one or more Officers of the Company
the authority to do one or both of the following (i) designate Officers and Employees of the
Company or any of its Subsidiaries to be recipients of Stock Awards and (ii) determine the number
of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees of the Company; provided, however, that the Board
resolutions regarding such delegation shall specify the total number of shares of Common Stock that
may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a
Stock Award to



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himself or herself. Notwithstanding the foregoing, the Board may not delegate
authority to an Officer to determine the Fair Market Value of the Common Stock.



     (e) Effect of Board’s Decision. All determinations, interpretations and constructions made by
the Board in good faith shall not be subject to review by any person and shall be final, binding
and conclusive on all persons.



4. Shares Subject to the Plan.




     (a) Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization
Adjustments, the shares of Common Stock that may be issued pursuant to Stock Awards shall not
exceed in the aggregate one million five hundred thousand (1,500,000) shares of Common Stock, plus
an annual increase to be added on January 1st of each year, commencing on January 1, 2005 and
ending on January 1, 2013 (each such day, a “Calculation Date”), equal to five percent (5%) of the
shares of Common Stock outstanding on each Calculation Date (rounded down to the nearest whole
share). Notwithstanding the foregoing, the Board may act, prior to the first day of any fiscal year
of the Company, to increase the share reserve by such number of shares of Common Stock as the Board
shall determine, which number shall be less than the amount described in the foregoing sentence.



     (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire
or otherwise terminate, in whole or in part, without having been exercised in full, or if any
shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or
repurchased by the Company, including, but not limited to, any repurchase or forfeiture caused by
the failure to meet a contingency or condition required for the vesting of such shares, then the
shares of Common Stock not acquired under such Stock Award shall revert to and again become
available for issuance under the Plan. If any shares subject to a Stock Award are not delivered to
a Participant because such shares are withheld for the payment of taxes or the Stock Award is
exercised through a reduction of shares subject to the Stock Award (i.e., “net exercised”), the
number of shares that are not delivered shall revert to and again become available for issuance
under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of
Common Stock held by the Participant (either by actual delivery or attestation), then the number of
such tendered shares shall revert to and again become available for issuance under the Plan.



     (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.



     (d) Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 11(a)
relating to Capitalization Adjustments, at such time as the Company may be subject to the
applicable provisions of Section 162(m) of the Code, no Participant shall be eligible to be granted
during any calendar year Options and/or Stock Appreciation Rights covering more than one million
(1,000,000) shares of Common Stock.



5. Eligibility.




     (a) Eligibility for Specific Stock Awards. Stock Awards may be granted to Employees,
Directors and Consultants; provided, however, that Options and Stock Appreciation



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Rights may not be granted to Employees, Directors, and Consultants who are providing Continuous Services only to any
“parent” of the Company, as such term is defined in Section 424(e) of the Code, unless such Stock
Awards comply with the distribution requirements of Section 409A of the Code.



     (b) Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the
time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not
available to register either the offer or the sale of the Company’s securities to such Consultant
because of the nature of the services that the Consultant is providing to the Company, because the
Consultant is not a natural person, or because of any other rule governing the use of Form S-8.



6. Option Provisions.




     Each Option shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. All Options shall be designated as nonstatutory stock options at the time
of grant. The provisions of separate Options need not be identical, but each Option shall include
(through incorporation of the provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:



     (a) Term. The Board shall determine the term of an Option.



     (b) Exercise Price of an Option. The exercise price of each Option shall be not less than one
hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an
exercise price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Option if such Option is granted pursuant to an assumption of or substitution for
another option pursuant to a Corporate Transaction and in a manner consistent with the provisions
of Sections 409A and 424(a) of the Code.



     (c) Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be
paid, to the extent permitted by applicable law, either (i) in cash at the time the Option is
exercised or (ii) at the discretion of the Board, (1) by delivery to the Company of other Common
Stock, (2) by a “net exercise” of the Option (as further described below) or (3) pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the
sales proceeds. Unless otherwise specifically provided in the Option, the purchase price of Common
Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock
acquired, directly or indirectly, from the Company, shall be paid only by shares of the Common
Stock of the Company that have been held for more than six (6) months (or such longer or shorter
period of time required to avoid a charge to earnings for financial accounting purposes). At any
time that the Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law,
shall not be made by deferred payment.



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     In the case of any deferred payment arrangement, interest shall be compounded at least
annually and shall be charged at the minimum rate of interest necessary to avoid (1) the treatment
as interest, under any applicable provisions of the Code, of any amounts other than amounts stated
to be interest under the deferred payment arrangement and (2) the treatment of the Option as a
variable award for financial accounting purposes.



     In the case of a “net exercise” of an Option, the Company will not require a payment of the
exercise price of the Option from the Participant but will reduce the number of shares of Common
Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value
that does not exceed the aggregate exercise price. With respect to any remaining balance of the
aggregate exercise price, the Company shall accept a cash payment from the Participant. The shares
of Common Stock so used to pay the exercise price of an Option under a “net exercise” will be
considered to have resulted from the exercise of the Option, and accordingly, the Option will not
again be exercisable with respect to such shares, the shares actually delivered to the Participant,
and any shares withheld for purposes of tax withholding.



     (d) Transferability of an Option. An Option shall be transferable to the extent provided in
the Option Agreement. If the Option does not provide for transferability, then the Option shall
not be transferable except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by
or otherwise satisfactory to the Company, designate a third party who, in the event of the death of
the Optionholder, shall thereafter be entitled to exercise the Option.



     (e) Vesting Generally. The total number of shares of Common Stock subject to an Option may,
but need not, vest and therefore become exercisable in periodic installments that may, but need
not, be equal. The Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The provisions of this
Section 6(e) are subject to any Option provisions governing the minimum number of shares of Common
Stock as to which an Option may be exercised.



     (f) Termination of Continuous Service. In the event that an Optionholder’s Continuous Service
terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise
his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of
the date of termination) but only within such period of time ending on the earlier of (i) the date
three (3) months following the termination of the Optionholder’s Continuous Service (or such longer
or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified in the Option Agreement, the Option shall
terminate.



     (g) Extension of Termination Date. An Optionholder’s Option Agreement may also provide that
if the exercise of the Option following the termination of the Optionholder’s Continuous Service
(other than upon the Optionholder’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the



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registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the
term of the Option set forth in the Option Agreement or (ii) the expiration of a period of three
(3) months after the termination of the Optionholder’s Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.



     (h) Disability of Optionholder. In the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her
Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of
termination), but only within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in the Option
Agreement or (ii) the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his or her Option within the time
specified herein, the Option shall terminate.



     (i) Death of Optionholder. In the event that (i) an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period
(if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous
Service for a reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s
estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionholder’s death pursuant to Section 6(d),
but only within the period ending on the earlier of (1) the date eighteen (18) months following the
date of death (or such longer or shorter period specified in the Option Agreement, or (2) the
expiration of the term of such Option as set forth in the Option Agreement. If, after death, the
Option is not exercised within the time specified herein, the Option shall terminate.



     (j) Retirement of an Optionholder. In the event that an Optionholder’s Continuous Service
terminates as a result of the Optionholder’s Retirement, the Optionholder may exercise his or her
Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of
termination of employment due to Retirement), but only within such period of time ending on the
earlier of (i) the date twenty-four (24) months following such termination (or such longer or
shorter period specified in the Option Agreement or (ii) the expiration of the term of the Option
as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise
his or her Option within the time specified herein, the Option shall terminate.



     (k) Early Exercise. The Option may, but need not, include a provision whereby the
Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to
exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior
to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject
to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. The Company will not exercise its
repurchase option until at least six (6) months (or such longer or shorter period of time required
to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of
the Option unless the Board otherwise specifically provides in the Option.



11.









 





7. Provisions of Stock Awards other than Options.




     (a) Restricted Stock Awards. Each Restricted Stock Award agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. The terms and
conditions of Restricted Stock Award agreements may change from time to time, and the terms and
conditions of separate Restricted Stock Award agreements need not be identical; provided, however,
that each Restricted Stock Award agreement shall include (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of each of the following
provisions:



          (i) Purchase Price. At the time of the grant of a Restricted Stock Award, the Board will
determine the price to be paid by the Participant for each share subject to the Restricted Stock
Award. To the extent required by applicable law, the price to be paid by the Participant for each
share of the Restricted Stock Award will not be less than the par value of a share of Common Stock.
A Restricted Stock Award may be awarded as a stock bonus (i.e., with no cash purchase price to be
paid) to the extent permissible under applicable law.



          (ii) Consideration. At the time of the grant of a Restricted Stock Award, the Board will
determine the consideration permissible for the payment of the purchase price of the Restricted
Stock Award. The purchase price of Common Stock acquired pursuant to the Restricted Stock Award
shall be paid in one of the following ways: (i) in cash at the time of purchase; or (ii) by
services rendered or to be rendered to the Company; provided, however, that at any time that the
Company is incorporated in Delaware, the Common Stock’s “par value,” as defined in the Delaware
General Corporation Law, must be paid in a form of consideration that is permissible under the
Delaware General Corporation Law.



          (iii) Vesting. Shares of Common Stock acquired under a Restricted Stock Award may, but need
not, be subject to a share repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board.



          (iv) Termination of Participant’s Continuous Service. In the event that a Participant’s
Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the
shares of Common Stock held by the Participant that have not vested as of the date of termination
under the terms of the Restricted Stock Award agreement. The Company will not exercise its
repurchase option until at least six (6) months (or such longer or shorter period of time required
to avoid a charge to earnings for financial accounting purposes) have elapsed following the
purchase of the restricted stock unless otherwise determined by the Board or provided in the
Restricted Stock Award agreement.



          (v) Transferability. Rights to purchase or receive shares of Common Stock granted under a
Restricted Stock Award shall be transferable by the Participant only upon such terms and conditions
as are set forth in the Restricted Stock Award agreement, as the Board shall determine in its discretion, and so long as Common Stock awarded under the Restricted Stock
Award remains subject to the terms of the Restricted Stock Award agreement.



     (b) Phantom Stock. Each Phantom Stock agreement shall be in such form and shall contain such
terms and conditions as the Board shall determine. The terms and conditions of



12.









 







Phantom Stock agreements may change from time to time, and the terms and conditions of separate Phantom Stock
agreements need not be identical; provided, however, that each Phantom Stock agreement shall
include (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:



          (i) Consideration. At the time of grant of a Phantom Stock award, the Board will determine
the consideration, if any, to be paid by the Participant upon delivery of each share of Common
Stock subject to the Phantom Stock award. To the extent required by applicable law, the
consideration to be paid by the Participant for each share of Common Stock subject to a Phantom
Stock award will not be less than the par value of a share of Common Stock. Such consideration may
be paid in any form permitted under applicable law.



          (ii) Vesting. At the time of the grant of a Phantom Stock award, the Board may impose such
restrictions or conditions to the vesting of the shares Phantom Stock as it deems appropriate.



          (iii) Payment. A Phantom Stock award may be settled by the delivery of shares of Common
Stock, their cash equivalent, or any combination of the two, as the Board deems appropriate.



          (iv) Additional Restrictions. At the time of the grant of a Phantom Stock award, the Board,
as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the
shares of Common Stock (or their cash equivalent) subject to a Phantom Stock award after the
vesting of such Award.



          (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of
Phantom Stock, as the Board deems appropriate. Such dividend equivalents may be converted into
additional shares of Phantom Stock by dividing (1) the aggregate amount or value of the dividends
paid with respect to that number of shares of Common Stock equal to the number of shares of Phantom
Stock then credited by (2) the Fair Market Value per share of Common Stock on the payment date for
such dividend. The additional shares of Phantom Stock credited by reason of such dividend
equivalents will be subject to all the terms and conditions of the underlying Phantom Stock award
to which they relate.



          (vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the
applicable Stock Award Agreement, shares of Phantom Stock that have not vested will be forfeited
upon the Participant’s termination of Continuous Service for any reason.



     (c) Stock Appreciation Rights. Each Stock Appreciation Rights agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate. The terms and
conditions of Stock Appreciation Rights agreements may change from time to time, and the terms and
conditions of separate Stock Appreciation Rights agreements need not be identical, but each Stock
Appreciation Rights agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:



          (i) Strike Price and Calculation of Appreciation. Each Stock Appreciation Right will be
denominated in share of Common Stock equivalents. The appreciation distribution



13.









 







payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of
(A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right)
of a number of shares of Common Stock equal to the number of share of Common Stock equivalents in
which the Participant is vested under such Stock Appreciation Right and with respect to which the
Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that
will be determined by the Committee at the time of grant of the Stock Appreciation Right. The
strike price of each Stock Appreciation Right shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Stock Appreciation Right on the date the
Stock Appreciation Right is granted. Notwithstanding the foregoing, a Stock Appreciation Right may
be granted with a strike price lower than one hundred percent (100%) of the Fair Market Value of
the Common Stock subject to the Stock Appreciation Right if such Stock Appreciation Right is
granted pursuant to an assumption of or substitution for another stock appreciation right pursuant
to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and
424(a) of the Code.



          (ii) Vesting. At the time of the grant of a Stock Appreciation Right, the Board may impose
such restrictions or conditions to the vesting of such Right as it deems appropriate.



          (iii) Exercise. To exercise any outstanding Stock Appreciation Right, the Participant must
provide written notice of exercise to the Company in compliance with the provisions of the Stock
Appreciation Rights agreement evidencing such Right.



          (iv) Payment. The appreciation distribution in respect of a Stock Appreciation Right may be
paid in Common Stock, in cash, or any combination of the two, as the Board deems appropriate.



          (v) Termination of Continuous Service. In the event that a Participant’s Continuous Service
terminates, the Participant may exercise his or her Stock Appreciation Right (to the extent that
the Participant was entitled to exercise such Stock Appreciation Right as of the date of
termination) but only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Participant’s Continuous Service (or such longer or shorter
period specified in the Stock Appreciation Rights agreement) or (ii) the expiration of the term of
the Stock Appreciation Right as set forth in the Stock Appreciation Rights agreement. If, after
such termination, the Participant does not exercise his or her Stock Appreciation Right within the
time specified in the Stock Appreciation Rights agreement, the Stock Appreciation Right shall
terminate.



     (d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference
to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards
provided for under Section 6 and the preceding provisions of this Section 7. Subject to the
provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock
Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be
granted pursuant to such Awards and all other terms and conditions of such Awards.



8. Securities Law Compliance.




14.









 








     The Company shall seek to obtain from each regulatory commission or agency having jurisdiction
over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall
not require the Company to register under the Securities Act the Plan, any Stock Award or any
Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency the authority which
counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the
Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock
upon exercise of such Stock Awards unless and until such authority is obtained.



9. Use of Proceeds from Stock.




     Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds
of the Company.



10. Miscellaneous.




     (a) Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate
the time at which a Stock Award may first be exercised or the time during which a Stock Award or
any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock
Award stating the time at which it may first be exercised or the time during which it will vest.



     (b) Stockholder Rights. Subject to the further limitations of Section 7(b)(iv) hereof, no
Participant shall be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to such Stock Award unless and until such
Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.



     (c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed or
Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to
serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted
or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a Consultant
pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the
service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the Affiliate is incorporated,
as the case may be.



     (d) Investment Assurances. The Company may require a Participant, as a condition of
exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in
financial and business matters and/or to employ a purchaser representative reasonably satisfactory
to the Company who is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser representative, the merits
and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the
Company stating that the Participant is acquiring Common Stock subject to the Stock Award for



15.









 







the Participant’s own account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the
exercise or acquisition of Common Stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act or (2) as to any particular
requirement, a determination is made by counsel for the Company that such requirement need not be
met in the circumstances under the then applicable securities laws. The Company may, upon advice
of counsel to the Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock.



     (e) Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement,
the Participant may satisfy any federal, state or local tax withholding obligation relating to the
exercise or acquisition of Common Stock under a Stock Award by any of the following means (in
addition to the Company’s right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to
the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award;
provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid
variable award accounting); or (iii) delivering to the Company owned and unencumbered shares of
Common Stock.



     (f) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion,
may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting
or settlement of all or a portion of any Stock Award may be deferred and may establish programs and
procedures for deferral elections to be made by Participants. Deferrals by Participants will be
made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the
Board may provide for distributions while a Participant is still an employee. The Board is
authorized to make deferrals of Stock Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s
termination of employment or retirement, and implement such other terms and conditions consistent
with the provisions of the Plan and in accordance with applicable law.



     (g) Compliance with Section 409A. To the extent that the Board determines that any Stock
Award granted hereunder is subject to Section 409A of the Code, the Stock Award Agreement
evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid the
consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and
Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code, including without limitation any applicable guidance that may be issued or amended
in the future.



11. Adjustments upon Changes in Stock. 




16.









 








     (a) Capitalization Adjustments. If any change is made in, or other event occurs with respect
to, the Common Stock subject to the Plan or subject to any Stock Award without the receipt of
consideration by the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure or other
transaction not involving the receipt of consideration by the Company (each a “Capitalization
Adjustment”), the Plan will be appropriately adjusted in the class(es) and maximum number of
securities subject to the Plan pursuant to Sections 4(a), 4(b) and 4(d), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities and price per share
of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments,
and its determination shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a transaction “without receipt of consideration”
by the Company.)



     (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company,
then all outstanding Stock Awards shall terminate immediately prior to the completion of such
dissolution or liquidation.



     (c) Corporate Transaction. In the event of a Corporate Transaction, any surviving corporation
or acquiring corporation may assume or continue any or all Stock Awards outstanding under the Plan
or may substitute similar stock awards for Stock Awards outstanding under the Plan (it being
understood that similar stock awards include, but are not limited to, awards to acquire the same
consideration paid to the stockholders or the Company, as the case may be, pursuant to the
Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect
of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of
the Company (or the successor’s parent company), if any, in connection with such Corporate
Transaction. In the event that any surviving corporation or acquiring corporation does not assume
or continue any or all such outstanding Stock Awards or substitute similar stock awards for such
outstanding Stock Awards, then with respect to Stock Awards that have been not assumed, continued
or substituted and that are held by Participants whose Continuous Service has not terminated prior
to the effective time of the Corporate Transaction, the vesting of such Stock Awards (and, if
applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the
effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective
time of such Corporate Transaction as the Board shall determine (or, if the Board shall not
determine such a date, to the date that is five (5) days prior to the effective time of the
Corporate Transaction), the Stock Awards shall terminate if not exercised (if applicable) at or
prior to such effective time, and any reacquisition or repurchase rights held by the Company with
respect to such Stock Awards held by Participants whose Continuous Service has not terminated shall
(contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other
Stock Awards outstanding under the Plan that have not been assumed, continued or substituted, the
vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be
exercised) shall not be accelerated, unless otherwise provided in a written agreement between the Company or any
Affiliate and the holder of such Stock Award, and such Stock Awards shall terminate if not
exercised (if applicable) prior to the effective time of the Corporate Transaction.



17.









 





     (d) Change in Control. A Stock Award held by any Participant whose Continuous Service has not
terminated prior to the effective time of a Change in Control may be subject to additional
acceleration of vesting and exercisability upon or after such event as may be provided in the Stock
Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant, but in the absence of such provision, no such
acceleration shall occur.



12. Amendment of the Plan and Stock Awards.




     (a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment
shall be effective unless approved by the stockholders of the Company to the extent stockholder
approval is necessary to satisfy applicable law.



     (b) Stockholder Approval. The Board, in its sole discretion, may submit any other amendment
to the Plan for stockholder approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder
regarding the exclusion of performance-based compensation from the limit on corporate deductibility
of compensation paid to Covered Employees.



     (c) No Impairment of Rights. Rights under any Stock Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent
of the Participant and (ii) the Participant consents in writing.



     (d) Amendment of Stock Awards. The Board at any time, and from time to time, may amend the
terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award
shall not be impaired by any such amendment unless (i) the Company requests the consent of the
Participant and (ii) the Participant consents in writing. Notwithstanding the foregoing, subject
to the limitations of applicable law, if any, the Board may amend the terms of any one or more
Stock Awards without the affected Participant’s consent if necessary to bring the Stock Award into
compliance with Section 409A of the Code.



13. Termination or Suspension of the Plan.




     (a) Plan Term. The Board may suspend or terminate the Plan at any time. No Stock Awards may
be granted under the Plan while the Plan is suspended or after it is terminated.



     (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights
and obligations under any Stock Award granted while the Plan is in effect except with the written
consent of the Participant.



14. Effective Date of Plan.




     The Plan shall become effective as determined by the Board, but no Stock Award shall be
exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.



18.









 





15. Choice of Law.




     The law of the State of Delaware shall govern all questions concerning the construction,
validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.




19.












 





GTx, Inc.

2004 Equity Incentive Plan




Stock Option Agreement

(Nonstatutory Stock Option)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
GTx, Inc. (the “Company”) has granted you an option under its 2004 Equity Incentive Plan (the
“Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the
Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service and that your vesting may be accelerated as provided in the Plan and in Section
9 below.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments.



     3. Exercise prior to Vesting (“Early Exercise”). If permitted in your Grant Notice
(i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and
subject to the provisions of your option, you may elect at any time that is both (i) during the
period of your Continuous Service and (ii) during the term of your option, to exercise all or part
of your option, including the nonvested portion of your option; provided, however, that:



               (i) a partial exercise of your option shall be deemed to cover first vested shares of Common
Stock and then the earliest vesting installment of unvested shares of Common Stock;



               (ii) any shares of Common Stock so purchased from installments that have not vested as of the
date of exercise shall be subject to the purchase option in favor of the Company as described in
the Company’s form of Early Exercise Stock Purchase Agreement;



               (iii) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with
a vesting schedule that will result in the same vesting as if no early exercise had occurred; and



     4. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any other manner permitted by your Grant Notice, which may include one or more of the
following:



1.









 





               (i) In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.



               (ii) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either
that you have held for the period required to avoid a charge to the Company’s reported earnings
(generally six (6) months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security interests, and that
are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the
sole discretion of the Company at the time you exercise your option, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company
of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.



     5. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     6. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     7. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



               (i) three (3) months after the termination of your Continuous Service for any reason other
than your Disability or death, provided that if during any part of such three (3) month period your
option is not exercisable solely because of the condition set forth in Section 6, your option shall
not expire until the earlier of the Expiration Date or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of your Continuous Service;



               (ii) twelve (12) months after the termination of your Continuous Service due to your
Disability;



               (iii) eighteen (18) months after your death if you die either during your Continuous Service
or within three (3) months after your Continuous Service terminates;



2.









 





               (iv) twenty-four (24) months after the termination of your Continuous Service due to your
Retirement;



               (v) twelve (12) months after the termination of your Continuous Service due to a termination
by the Company or its successor without Cause or a Constructive Termination where such termination
occurs within twelve months after a Change in Control;



               (vi) the Expiration Date indicated in your Grant Notice; or



     8. Exercise.



               (i) You may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require.



               (ii) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock
acquired upon such exercise.



     9. Vesting Acceleration after a Change in Control



          (a) Double Trigger Acceleration. If a Change in Control occurs and either (i) your
Continuous Service with the Company or its successor or the successor’s parent (together,
the “Successor Company”) is terminated by the Successor Company without Cause or (ii) your
Continuous Service with the Successor Company is terminated as a result of a Constructive
Termination, in either case, within twelve months after the effective time of the Change in
Control, then, immediately prior to such termination, your option shall become fully vested
and, if applicable, fully exercisable. In the event that you are required to resign your
position with the Company as a condition of a Change in Control, (for example, if you, as
an officer of the Company, must resign your position as a condition of the Change of
Control transaction), then your option shall become fully vested and exercisable
immediately prior to the effectiveness of such resignation.




          (b) “Cause” means that, in the reasonable determination of the Company or its
successor, (i) you have committed an act that materially injures the business of the
Company; (ii) you have refused or failed to follow lawful and reasonable directions of the
Board or the appropriate individual to whom you report; (iii) you have willfully or
habitually neglected your duties with the Company; (iv) you have been convicted of a felony
that is likely to inflict or has inflicted material injury on the business of the Company;
or (v) you have committed a material fraud, misappropriation, embezzlement or other act of
gross dishonesty that resulted in material loss, damage or injury to the Company.
Notwithstanding the foregoing, Cause based on the conduct described in clause (ii) or
clause (iii) shall not exist unless the conduct described in such



3.









 






clause has not been cured within fifteen (15) days following receipt by you of written
notice from the Company or the Board, as the case may be, specifying the particulars of
your conduct constituting Cause.




          (c) “Constructive Termination” means that you voluntarily terminate employment with
the Company or its successor within twelve (12) months following a Change in Control after
any of the following are undertaken without your express written consent:




               (i) the assignment to you of any duties or responsibilities which results in a significant
diminution in your function as in effect immediately prior to the effective date of the Change in
Control; provided, however, that a mere change in your title or reporting relationships shall not
constitute a Constructive Termination;



               (ii) a material/five percent (5%) or greater reduction by the Company in your annual base
salary, as in effect on the effective date of the Change in Control;



               (iii) any failure by the Company to continue in effect any benefit plan or program, including
fringe benefits, incentive plans and plans with respect to the receipt of securities of the
Company, in which you are participating immediately prior to the effective date of the Change in
Control (hereinafter referred to as “Benefit Plans”); or the taking of any action by the Company
that would adversely affect your participation in or reduce your benefits under the Benefit Plans;
provided, however, that a “Constructive Termination” shall not exist under this paragraph following
a Change in Control if the Company offers a range of benefit plans and programs which, taken as a
whole, are comparable to the Benefit Plans;



               (iv) a relocation of your business office to a location more than fifty (50) miles from the
location at which you performed duties as of the effective date of the Change in Control, except
for required travel by you on the Company’s business to an extent substantially consistent with
your business travel obligations prior to the Change in Control; or



               (v) a material breach by the Company of any provision of the this Stock Option Agreement.



     10. Transferability. Your option is not transferable, except by will or by the laws
of descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option.



     11. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



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     12. Withholding Obligations.



               (i) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with the exercise of your option.



               (ii) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid variable award accounting). If the date of
determination of any tax withholding obligation is deferred to a date later than the date of
exercise of your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which
such determination is otherwise deferred, to accelerate the determination of such tax withholding
obligation to the date of exercise of your option. Notwithstanding the filing of such election,
shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined
as of the date of exercise of your option that are otherwise issuable to you upon such exercise.
Any adverse consequences to you arising in connection with such share withholding procedure shall
be your sole responsibility.



               (iii) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.



     13. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     14. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




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