EX-10.1






GUILFORD PHARMACEUTICALS INC.

2002 STOCK AWARD AND INCENTIVE PLAN




EMPLOYEE STOCK UNIT AGREEMENT




	 	 	 
	Stock Unit Transferability

	 	This grant is an award of stock

units in the number of units set

forth on the cover sheet, subject

to the vesting conditions

described below (“Stock Units”).

Your Stock Units may not be

transferred, assigned, pledged or

hypothecated, whether by

operation of law or otherwise,

nor may the Stock Units be made

subject to execution, attachment

or similar process.
	 
	 	 
	 
	 	 
	 
	 	 
	Vesting

	 	Your Stock Unit grant shall vest

according to the following

schedule; provided that, you

remain in Service on the relevant

vesting dates. If your Service

terminates for any reason, you

will forfeit any Stock Units in

which you have not yet become

vested:







	 	 	 	 	 	 	 	 	 
	   Vesting Date

	 	Vesting Percentage

	   First Anniversary of Date of Grant
	 	 	25	%
	   Every six months thereafter
	 	 	12.5	%
	Your Stock Unit shall be 100% vested upon the occurrence of a Corporate Transaction.








	 	 	 
	Delivery of Stock

Pursuant to Units

	 	A certificate for the shares of Stock

represented by your Stock Unit Agreement

shall be delivered to you, or to your

eligible beneficiary on each vesting date.
	 
	 	 
	 
	 	 
	 
	 	 
	
 
	 	Notwithstanding the preceding paragraph:
	 
	 	 
	
 
	 	—If the shares relating to the vested

Stock Units would otherwise be delivered

during a period in which you are (i)

subject to a lock-up agreement restricting

your ability to sell shares of Stock in the

open market or (ii) restricted from selling

shares of Stock in the open market because

you are not then eligible to sell under the

Company’s insider trading or similar plan

as then in effect (whether because a

trading window is not open or you are

otherwise restricted from trading),

delivery of the shares related to the

vested Stock Units will be delayed until no

earlier than the first date on which you

are no longer prohibited from selling

shares of Stock due to a lock-up agreement

or insider trading plan restriction.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this grant,

that you will make acceptable arrangements

to pay any withholding or other taxes that

may be due as a result of vesting in Stock

Units or your acquisition of Stock under

this grant. In the event that the Company

determines that any federal, state, local

or foreign tax or withholding payment is

required relating to this grant, the

Company will have the right to: (i) require

that you arrange such payments to the

Company, (ii) withhold such amounts from

other payments due to you from the Company

or any Affiliate, or (iii) cause an

immediate forfeiture of shares of Stock

subject to the Stock Units granted pursuant

to this Agreement in an amount equal to the

withholding or other taxes due.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the right

to be retained or employed by the Company

(or any Affiliates) in any capacity.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of a

shareholder with respect to the Stock Units

unless and until the Stock relating to the

Stock Units has been delivered to you. You

will, however, be entitled to receive, upon

the Company’s payment of a cash dividend on

outstanding Stock, a cash payment for each

Stock Unit that you hold as of the record

date for such dividend equal to the

per-share dividend paid on the Stock.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock

dividend or a similar change in the Company

stock, the number of Stock Units covered by

this grant will be adjusted (and rounded

down to the nearest whole number) in

accordance with the terms of the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and

enforced under the laws of the State of

Maryland, other than any conflicts or

choice of law rule or principle that might

otherwise refer construction or

interpretation of this Agreement to the

substantive law of another jurisdiction.
	 
	 	 
	Consent to Electronic

Delivery

	 	The Company may choose to deliver certain

statutory materials relating to the Plan in

electronic form. By accepting this grant

you agree that the Company may deliver the

Plan prospectus and the Company’s annual

report to you in an electronic format. If

at any time you would prefer to receive

paper copies of these documents, as you are

entitled to receive, the Company would be

pleased to provide copies. Please contact

the Corporate Secretary to request paper

copies of these documents.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated in

this Agreement by reference. This

Agreement and the Plan constitute the

entire understanding between you and the

Company regarding this grant of Stock

Units. Any prior agreements, commitments

or negotiations concerning this grant are

superseded. The Plan will control in the

event any provision of this Agreement

should appear to be inconsistent with the

terms of the Plan.