Exhibit 10.2




 


ZIOPHARM
Oncology, Inc.


2012
Equity Incentive Plan


 


Form
of Restricted Stock Agreement


 


Pursuant to the Restricted
Stock Grant Notice (“Grant Notice”) and this Restricted Stock Agreement (collectively, the “Award”)
and in consideration of your past services, ZIOPHARM Oncology, Inc. (the “Company”) has awarded you a
stock grant under its 2012 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s
Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock
Agreement but defined in the Plan shall have the same definitions as in the Plan.


 


The details of your
Award are as follows:


 


1.Vesting.
Subject to the limitations contained herein, your Award will vest as provided in the Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service.


 


2.Number
of Shares. The number of shares subject to your Award may be adjusted from time to time for Capitalization Adjustments,
as provided in the Plan.


 


3.Securities
Law Compliance. You may not be issued any shares under your Award unless the shares are either (i) then registered under
the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of
the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.


 


4.Right
of Reacquisition.


 


(a)To the
extent provided in the Company’s bylaws, as amended from time to time, the Company shall have the right to reacquire all
or any part of the shares received pursuant to your Award (a “Reacquisition Right”).


 


(b)To the
extent a Reacquisition Right is not provided in the Company’s bylaws, as amended from time to time, the Company shall have
a Reacquisition Right as to the shares you received pursuant to your Award that have not as yet vested in accordance with the Vesting
Schedule on the Grant Notice (“Unvested Shares”) on the following terms and conditions:


 


(i)The Company,
shall simultaneously with termination of your Continuous Service automatically reacquire for no consideration all of the Unvested
Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver
shall be exercised by the Company by written notice to you or your representative (with a copy to the Escrow Holder as defined
below) within ninety (90) days after the termination of your Continuous Service, and the Escrow Holder may then release to you
the


 



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number of Unvested Shares
not being reacquired by the Company. If the Company does not waive its Reacquisition Right as to all of the Unvested Shares, then
upon such termination of your Continuous Service, the Escrow Holder shall transfer to the Company the number of shares the Company
is reacquiring.


 


(ii)The
Company shall have the right to reacquire the Unvested Shares upon termination of your Continuous Service for no monetary consideration
(that is, for $0.00).


 


(iii)The
shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached to the Grant
Notice as Attachment IV. You agree to execute two (2) Assignment Separate From Certificate forms (with date and number of shares
blank) substantially in the form attached to the Grant Notice as Attachment III and deliver the same, along with the certificate
or certificates evidencing the shares, for use by the escrow agent pursuant to the terms of the Joint Escrow Instructions.


 


(iv)Subject
to the provisions of your Award, you shall, during the term of your Award, exercise all rights and privileges of a stockholder
of the Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes
of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating
to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Reacquisition
Right.


 


(v)If, from
time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock
of the corporation, the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted
or additional securities to which you is entitled by reason of your ownership of the shares acquired under your Award shall be
immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right
immediately before such event.


 


5.Restrictive
Legends. The shares issued under your Award shall be endorsed with appropriate legends determined by the Company.


 


6.Award
not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award 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 on the
part of the Company or an Affiliate to continue your employment. In addition, nothing in your Award 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.


 


7.Withholding
Obligations.


 


(a)At the
time your Award is made, 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 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 your
Award.


 



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(b)Unless
the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to issue
a certificate for such shares or release such shares from any escrow provided for herein.


 


8.Tax
Consequences.


 


(a) Under
Code Section 83, the excess of the fair market value of the shares subject to the Award on the date any forfeiture restrictions
applicable to such shares lapse over any amount paid for such shares will be reportable as ordinary income on the lapse date.
For this purpose, the term “forfeiture restrictions” includes the right of the Company to reacquire
the Unvested Shares pursuant to the Reacquisition Right. You may elect under Code Section 83(b) to be taxed at the time
the shares subject to the Award are issued, rather than when and as such shares cease to be subject to such forfeiture restrictions.
THE FORM FOR MAKING THIS ELECTION MAY BE OBTAINED FROM THE COMPANY UPON YOUR REQUEST. YOU UNDERSTAND THAT FAILURE TO
MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE
RESTRICTIONS LAPSE.


 


(b)FILING RESPONSIBILITY.
YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION
83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF.


 


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


 


10.Miscellaneous.


 


(a)The rights
and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your
rights and obligations under your Award may only be assigned with the prior written consent of the Company.


 


(b)You agree
upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.


 


(c)You acknowledge
and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing
and accepting your Award and fully understand all provisions of your Award.


 


11.Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your Award, 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 Award and those of the
Plan, the provisions of the Plan shall control.


  



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Joint
Escrow Instructions


 


[Date]


 


Secretary


ZIOPHARM Oncology, Inc.


1180 Avenue of the Americas, 20th
Floor


New York, NY 10036


 


Dear Sir/Madam:


 


As
Escrow Agent for both ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and the undersigned
recipient of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Grant Notice (the “Grant Notice”),
dated _______________ to which a copy of these Joint Escrow Instructions is attached as Attachment IV, and pursuant to the
terms of that certain Restricted Stock Agreement (“Agreement”), which is Attachment I to the Grant Notice,
in accordance with the following instructions:


 


1.In the
event Recipient ceases to render services to the Company or an affiliate of the Company during the vesting period set forth in
the Grant Notice, the Company or its assignee will give to Recipient and you a written notice specifying that the shares of stock
shall be transferred to the Company. Recipient and the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


 


2.At the
closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the
number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock
to be transferred, to the Company.


 


3.Recipient
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as specified in the Grant Notice. Recipient does hereby irrevocably constitute
and appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities
and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction herein contemplated.


 


4.This escrow
shall terminate upon vesting of the shares or upon the earlier return of the shares to the Company.


 


5.If at
the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging
to Recipient, you shall deliver all of same to any pledgee entitled thereto or, if none, to Recipient and shall be discharged of
all further obligations hereunder.


 



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6.Your duties
hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.


 


7.You shall
be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties or their assignees. You shall not be personally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith and any act done or omitted by you pursuant to
the advice of your own attorneys shall be conclusive evidence of such good faith.


 


8.You are
hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments
or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.


 


9.You shall
not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting
to execute or deliver the Grant Notice or any documents or papers deposited or called for hereunder.


 


10.You shall
not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.


 


11.You shall
be entitled to employ such legal counsel, including but not limited to Cooley LLP, and other experts as you may deem necessary
properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor.


 


12.Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer
of the Company as successor Escrow Agent and Recipient hereby confirms the appointment of such successor or successors as his attorney-in-fact
and agent to the full extent of your appointment.


 


13.If you
reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto,
the necessary parties hereto shall join in furnishing such instruments.


 


14.It is
understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the
securities, you may (but are not obligated to) retain in your possession without liability to anyone all or any part of said securities
until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree
or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you
shall be under no duty whatsoever to institute or defend any such proceedings.


 



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15.Any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon
deposit in any United States Post Box, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten (10) days’
written notice to each of the other parties hereto:


 





	Company:	ZIOPHARM Oncology, Inc.
	 	1180 Avenue of the Americas, 20th Floor
	 	New York, NY 10036
	 	 
	 	Attn:  Chief Legal Officer
	Recipient:	___________________________
	 	___________________________
	 	___________________________
	 	___________________________
	Escrow Agent:	ZIOPHARM Oncology, Inc.
	 	1180 Avenue of the Americas, 20th Floor
	 	New York, NY 10036
	 	Attn:  Secretary







 


16.By signing
these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Grant Notice.


 


17.This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted
assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow
Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to
time assign its rights under the Grant Notice and these Joint Escrow Instructions in whole or in part.


 





	 	Very truly yours,
	 	 
	 	ZIOPHARM Oncology, Inc.
	 	 
	 	 
	 	By: ____________________________________







 



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	 	Recipient
	 	 
	 	 
	 	___________________________________________
	 	 
	 	Name: ______________________________________







 


 


Escrow
Agent:


 


______________________________________


  



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Assignment
Separate From Certificate


 


For
Value Received and pursuant to that certain Restricted Stock Grant Notice and Restricted Stock Agreement (the “Award”),
[Participant’s Name] hereby sells, assigns and transfers unto ZIOPHARM Oncology, Inc., a Delaware corporation (“Assignee”)
________________________ (__________) shares of the common stock of the Assignee, standing in the undersigned’s name on the
books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint _____________________
as attorney-in-fact to transfer the said stock on the books of the within named Company with full power of substitution in the
premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Award, in connection
with the reacquisition of shares of Common Stock of the Company issued to the undersigned pursuant to the Award, and only to the
extent that such shares remain subject to the Company’s Reacquisition Right under the Award.


 


Dated: _____________________


 


Signature:___________________________________


[Participant’s
Name], Recipient     


 


 


[Instruction:
Please do not fill in any blanks other than the signature line. The purpose of this Assignment is to enable the Company to exercise
its Reacquisition Right set forth in the Award without requiring additional signatures on your part.]