EX-10.10




 Exhibit 10.10 

ZIOPHARM ONCOLOGY, INC. 

2020 EQUITY INCENTIVE PLAN 

FORM OF STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”) ZIOPHARM Oncology, Inc. (the
“Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1. GOVERNING PLAN DOCUMENT. Your
Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 
 (a) Section 6 regarding
the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your Option; 
 (b) Section 9(e)
regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the Option; and 
 (c)
Section 8(c) regarding the tax consequences of your Option. 
 Your Option 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 Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2. EXERCISE. 

(a) You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time during its term by
delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may include an electronic
submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b) To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i) cash, check, bank draft or money order; 











 (ii) pursuant to a “cashless exercise” program as further described in
Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 
 (iii) subject to Company and/or
Committee consent at the time of exercise, by delivery of previously owned shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 

(iv) subject to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net
exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 
 3. TERM. You may not
exercise your Option before the commencement of its term or after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following: 

(a) immediately upon the termination of your Continuous Service for Cause; 

(b) three months after the termination of your Continuous Service for any reason other than Cause, Disability or death; 

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

(d) 18 months after your death if you die during your Continuous Service; 

(e) immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in connection with a Corporate
Transaction, 
 (f) the Expiration Date indicated in your Grant Notice; or 

(g) the day before the 10th anniversary of the Date of Grant. 

Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall not
expire until the earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day
before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the
date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 











 4. WITHHOLDING OBLIGATIONS. As further provided
in Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) 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, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 
 5.
INCENTIVE STOCK OPTION DISPOSITION REQUIREMENT. If your option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date
of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two years after the date of your option grant or within one year after such shares of Common Stock are transferred upon exercise of
your option. 
 6. TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your Option
is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

7. CORPORATE TRANSACTION. Your Option is subject to the terms of any agreement governing a
Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent
consideration. 
 8. NO LIABILITY FOR TAXES. As a
condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and
(b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so. Additionally,
you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no
other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event
that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service. 











 9. SEVERABILITY. If any part of this Option
Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any
Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid. 
 10. OTHER DOCUMENTS. You hereby acknowledge receipt of
or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Insider Trading Policy. 

11. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your Option,
including a summary of the applicable federal income tax consequences please see the Prospectus. 
 * * * * 











 ZIOPHARM ONCOLOGY, INC. 

(2020 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
 ZIOPHARM Oncology, Inc. 

One First Avenue, Parris Building 34, Navy Yard Plaza 

			
	Boston, Massachusetts	  	Date of Exercise: _______________

 This constitutes notice to ZIOPHARM Oncology, Inc. (the “Company”) that I elect to
purchase the below number of shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined in
the Grant Notice, Option Agreement or 2020 Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable. Use of certain payment methods is subject to
Company and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 
  

					
	Type of option (check one):	  	Incentive ☐	  	Nonstatutory ☐
			
	Date of Grant:	  	                              	  	
			
	 Number of Shares as
 to which Option is

exercised:
	  	                              	  	
			
	 Certificates to be
 issued in name of:
	  	                              	  	
			
	Total exercise price:	  	$______________	  	
			
	 Cash, check, bank draft or money order delivered herewith:
	  	$______________	  	
			
	 Value of ________ Shares delivered herewith:
	  	$______________	  	
			
	 Regulation T Program (cashless exercise)
	  	$_____________	  	
			
	 Value of _______ Shares pursuant to net exercise:
	  	$_____________	  	













 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement, and (iii) if this exercise relates to an incentive stock option, to
notify you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon exercise of
this Option. 
  

	
	Very truly yours,