exv10w1






Exhibit 10.1




MARSHALL EDWARDS, INC.



April 23, 2010




Dr. Daniel P. Gold, Ph.D.

2244 El Amigo Road

Del Mar, CA 92014



Dear Dr. Gold:



We are pleased to confirm our offer of employment with Marshall Edwards, Inc. (the
“Company”) on the following terms and conditions as set forth in this letter agreement
between you and the Company (the “Letter Agreement”):





	1.	 	Employment. You will be employed by the Company as its President and Chief Executive
Officer. You will report to its Board of Directors (the “Board”) or such persons as
designated by them, and shall perform such duties as may be assigned to you. You may also be
appointed to serve, and agree to serve, as an officer and/or director of one or more
subsidiaries and/or affiliates of the Company. You agree to use your best efforts to perform
your duties faithfully, to devote all of your working time, attention and energies to the
businesses of the Company and its subsidiaries, and while you remain employed, not to engage
in any other business activity that is in conflict with your duties and obligations to the
Company; provided, that, with the Board’s approval, you may serve on the board
of directors of another company. Your employment will start on April 19, 2010 (the
“Effective Date”). The period during which you are actually employed by the Company
is referred to as the “Employment Period”. You will perform your duties at the
Company’s offices at a location that is mutually agreeable to you and the Company. This offer
of employment is contingent upon the Company’s satisfactory review and check of your
references.






	2.	 	Base Salary. You will be paid a base salary (“Base Salary”) at an annual
rate of $400,000, payable in installments in accordance with the Company’s regular payroll
policies as in effect from time to time. Your Base Salary will be reviewed at least annually,
and may be subject to upward adjustment at the discretion of the Board.






	3.	 	Annual Bonus. In addition to a Base Salary, you will be eligible for a cash bonus
for any fiscal year of the Company that ends during the Employment Period in an amount up to a
maximum of 40% of your Base Salary as then in effect. Payment of the bonus shall be
contingent upon the attainment of milestone goals established by the Board with your input and
communicated to you as soon as administratively practicable after the beginning of the fiscal
year for which the annual bonus will be paid.






	4.	 	Stock Options. You will receive options to purchase shares of the Company’s common
stock (“Shares”) in accordance with this Paragraph 4.














 












(a) Amount. You will receive options to purchase 220,390 Shares (such amount is
equal to 3% of the Company’s outstanding Shares as of the Effective Date). You will receive
these options in two separate grants. The first option to purchase 50% of these Shares will
be granted to you as soon as administratively practicable (but in no event more than 30
days) following the Effective Date. The second option to purchase the remaining 50% balance
of these Shares will be granted to you as soon as administratively practicable (but in no
event more than 30 days) following the public release of the Ovavture study results (which
is expected to occur prior to June 30, 2010).




(b) Exercise Price. The exercise price for your options will be equal to the fair
market value of the Shares on the date of the particular option grant.




(c) Vesting. Your options will be subject to a vesting schedule such that: (i) 25%
of your options will vest on the first anniversary of the Effective Date, and (ii)
thereafter, the remaining 75% of your options will vest in equal, monthly installments over
the following 36 months. In the event of a Change in Control (as that term is defined in
the Company’s 2008 Stock Omnibus Equity Compensation Plan (the “Option Plan”)), your
options will accelerate and become fully vested. In addition, your options may be subject
to additional vesting in accordance with the termination provisions in Paragraph 6.




(d) General Terms and Conditions. The options granted pursuant to Paragraph 4(a)
shall be subject to the terms and conditions of the Option Plan and the model option grant
agreement as attached hereto as Exhibit A.




(e) Anti-Dilution. During the 12-month period following the Effective Date, your
equity interest in the Company will be protected against further dilution. That is, if an
event occurs during this 12-month period that reduces the level of your equity interest in
the Company (as a percentage of the Company’s outstanding Shares), the Board shall take such
actions as may be necessary (the form and nature of such actions to be determined by the
Board in its sole discretion) to restore your equity interest in the Company to the level as
in effect before such event.




(f) Additional Options. Upon the 12-month anniversary of the Effective Date and
thereafter, the Board will determine whether additional grants of options will be made to
you. Any such additional option grants will be subject to the terms and conditions (for
example, the amount, exercise price, vesting, performance requirements, etc.) as determined
by the Board in its sole discretion.




	5.	 	Benefits; Vacation; and Reimbursement of Expenses.






(a) Benefits. You will be entitled to participate in all employee retirement and
welfare benefit plans and programs made available by the Company to its employees from time
to time, subject to whatever generally applicable eligibility and participation requirements
apply to the particular plan. Nothing in this Letter Agreement will prevent
the Company from amending or terminating any of its employee benefit plans at any time for
any reason.



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(b) Vacation. You will be entitled to reasonable periods of vacation each year in
accordance with the Company’s vacation practices and as determined by the Board; provided,
that in no event shall your annual vacation be less than four weeks.




(c) Expenses. You will be reimbursed for your reasonable business expenses incurred
in the course of your employment with the Company; provided, that any
requests for reimbursement of expenses are substantiated and submitted to the Company in
accordance with the Company’s expense reimbursement policies.




	6.	 	Termination.






(a) Generally. Except as otherwise provided below, either party may terminate your
employment by giving advance notice to the other party.




(b) Your Voluntary Termination. You may terminate your employment voluntarily other
than for Good Reason (as defined below) at any time by providing the Company with three
months’ advance notice (or such shorter period of notice as the Company may accept). Upon
your voluntary termination of employment other than for Good Reason, you are eligible to
receive only such amounts that you have earned but that have not yet been paid to you. You
are not eligible for any severance pay or other benefits from the Company.




(c) Termination by the Company for Cause. The Company may terminate your employment
for Cause (as defined below). If the Company terminates your employment for Cause, the
Company shall not be required to provide you with any advance notice. Upon your termination
for Cause, you are eligible to receive only such amounts that you have earned but that have
not yet been paid to you. You are not eligible for any severance pay or other benefits from
the Company.




(d) Termination by the Company Other Than for Cause. The Company may terminate your
employment other than for Cause. Upon your termination of employment other than for Cause,
the Company will: (i) make a payment to you in lieu of notice in an amount equal to 12
months of your Base Salary (as in effect at the time of your termination from employment),
and (ii) accelerate the vesting of your options so that you will be vested in the same
number of Shares subject to the options as if you had continued to be employed by the
Company for an additional 12 months. Such payment and additional option vesting shall be
conditional upon your execution of a customary release of claims in favor of the Company and
its affiliates, in a form prescribed by the Company. This payment in lieu of notice shall be
paid to you in a single lump sum payment as soon as administratively practicable after the
maximum review and revocation period for the release agreement as may be required under
applicable law, if any, or such earlier date as determined in the Company’s sole discretion,
but in no event more than 60 days after your termination of employment. Except for
providing you with this payment in lieu of notice
and additional option vesting, you are not eligible for any severance pay or other benefits
from the Company.



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(e) Your Termination for Good Reason. You may terminate your employment for Good
Reason by providing written notice to the Company within 60 days after the occurrence of the
event(s) constituting Good Reason. The written notice shall contain a detailed description
of the event(s) giving rise to your termination for Good Reason. Following the receipt of
your notice, the Company shall have a period of 30 days in which it may correct the act or
failure to act that constitutes the grounds for Good Reason as set forth in your notice of
termination. If the Company does not correct the act or failure to act, you must terminate
your employment for Good Reason within 30 days after the end of the cure period, in order
for the termination to be considered a Good Reason termination. Upon your termination of
employment for Good Reason during this 30-day period, you will receive the same payment in
lieu of notice and additional option vesting as provided in the event of a termination by
the Company without Cause as described in Paragraph 6(d); provided, that the
payment and option vesting shall be subject to your execution of a release as described in
Paragraph 6(d). Except for providing you with this payment in lieu of notice and additional
option vesting, you are not eligible for any severance pay or other benefits from the
Company.




(f) Definition of Cause. For purposes of this Letter Agreement, the term
“Cause” means a finding by the Company that you have: (i) committed a felony or a
crime involving moral turpitude; (ii) committed any act of gross negligence or fraud; (iii)
failed, refused or neglected to substantially perform your duties (other than by reason of a
bona fide physical or mental impairment) or to implement the directives of the Company that
continued for 30 days after you had been provided adequate and specific written notice
thereof; or (iv) willfully engaged in conduct that is materially injurious to the Company,
monetarily or otherwise.




(g) Definition of Good Reason. For purposes of this Letter Agreement, the term
“Good Reason” shall mean the occurrence of one or more of the following without your
consent: (i) a material diminution by the Company of your authority, duties or
responsibilities; (ii) a material change in the geographic location at which you must
perform services under this Letter Agreement (which, for purposes of this Letter Agreement,
means a requirement that you relocate more than 100 miles from the location of your
principal place of work immediately prior to the relocation); (iii) a material diminution in
your Base Salary; or (iv) any action or inaction that constitutes a material breach by the
Company of this Agreement.




	7.	 	Assignment of Inventions/Confidentiality.






(a) Confidential Information. You acknowledge and agree that the information,
observations, and data obtained by you while employed by the Company or any of its
affiliates concerning the business affairs of the Company or any affiliate of the Company
which is non-public and confidential in nature (“Confidential Information”) are the
property of the Company or such affiliate. Consequently, you agree that, except to the
extent required by applicable law, statute, ordinance, rule, regulation or orders of courts
or regulatory authorities, you shall not at any time (whether during or after the Employment
Period) disclose to any unauthorized person or use for your own account



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any Confidential
Information without the prior written consent of the Company, unless and to the extent that
the aforementioned matters become generally known to and available for use by the public
other than as a result of your acts or omissions to act or as required by law. The term
“Trade Secrets or other Confidential Information” includes, by way of example and
without limitation, matters of a technical nature, such as scientific, trade and engineering
secrets, “know-how”, formulas, secret processes, drawings, works of authorship, machines,
inventions, computer programs (including documentation of such programs), services,
materials, patent applications, new product plans, other plans, technical information,
technical improvements, manufacturing techniques, specifications, ideas, manufacturing and
test data, progress reports and research projects, and matters of a business nature, such as
business plans, prospects, financial information, proprietary information about costs,
profits, markets, sales, lists of customers and suppliers, procurement and promotional
information, credit and financial data, plans for future development, information relating
to the Company’s management, operation and planning, and other information of a similar
nature to the extent not available to the public, of or relating to the Company, its
subsidiaries and affiliates, and their business, customers and suppliers, the disclosure of
which to competitors of the Company or others would cause the Company to suffer substantial
and irreparable damage. After expiration or termination of your employment with the Company
for any reason, you shall not use or disclose Trade Secrets or other Confidential
Information. You shall deliver to the Company at the termination of your employment, or at
any other time the Company may request, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof) relating to
the Confidential Information, Work Product (as defined below) and the business of the
Company or any affiliate of the Company which you may then possess or have under your
control.




(b) Inventions and Patents. You agree that all inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports, and all similar
or related information which relates to the Company’s or any of its affiliates’ actual or
anticipated business, research and development or existing or future products or services
and which are conceived, developed or made by you during the Employment Period (“Work
Product”) belong to the Company. You will promptly disclose such Work Product to the
Company and perform all actions reasonably requested by the Company (whether during or after
the Employment Period) to establish and confirm such ownership (including, without
limitation, assignments, consents, powers of attorney and other instruments).




	8.	 	Section 409A.






(a) This Letter Agreement is intended to comply with Section 409A of the Internal Revenue
Code of 1986, as amended, and its corresponding regulations (“Section 409A”), or an
exemption thereto, and payments may only be made under this Letter Agreement
upon an event and in a manner permitted by Section 409A, to the extent applicable.
Separation pay provided under this Letter Agreement is intended to be exempt from Section
409A under the “separation pay exception,” to the maximum extent applicable. Further, any
payments that qualify for the “short-term deferral” exception or another



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exception under
Section 409A shall be paid under the applicable exception. Notwithstanding anything in this
Letter Agreement to the contrary, if you are considered a “specified employee” for purposes
of Section 409A and if payment of any amounts under this Letter Agreement is required to be
delayed for a period of six months after separation from service pursuant to Section 409A,
to avoid the application of Section 409A to amounts payable hereunder, payment of such
amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be
paid in a lump sum payment after the end of the six-month period, but not later than 10 days
thereafter.




(b) All separation payments to be made upon a termination of service under this Letter
Agreement may only be made upon a “separation from service” under Section 409A. For
purposes of Section 409A, any right to a series of installment payments shall be treated as
a right to a series of separate payments. In no event may you, directly or indirectly,
designate the calendar year of a payment. All reimbursements and in-kind benefits provided
under the Letter Agreement shall be made or provided in accordance with the requirements of
Section 409A to avoid the application of Section 409A to such amounts, including, where
applicable, the requirement that: (i) any reimbursement is for expenses incurred during the
period of time specified in this Letter Agreement; (ii) the amount of expenses eligible for
reimbursement, or in kind benefits provided, during a calendar year may not affect the
expenses eligible for reimbursement, or in kind benefits to be provided, in any other
calendar year; (iii) the reimbursement of an eligible expense will be made no later than the
last day of the calendar year following the year in which the expense is incurred; and (iv)
the right to reimbursement or in kind benefits is not subject to liquidation or exchange for
another benefit. Notwithstanding anything in this Letter Agreement to the contrary, any
right of the Company to offset or otherwise reduce any sums that may be due or become
payable by the Company to you or for your account, by any overpayment or indebtedness, shall
be subject to limitations imposed by Section 409A.




	9.	 	Survivorship. The respective rights and obligations of the parties under this Letter
Agreement shall survive any termination of the Employment Period to the extent necessary to
the intended preservation of such rights and obligations. Without limiting the foregoing, for
the sake of clarity, your obligations under Paragraph 7 shall survive the termination of the
Employment Period.






	10.	 	Legal Fees. The Company shall reimburse you for reasonable legal fees incurred in
connection with the preparation of this Letter Agreement, up to a maximum of $5,000.






	11.	 	Taxes and Withholding. The Company may withhold from any compensation or payments
due under this Letter Agreement all federal, state and local taxes that the Company is
required to withhold pursuant to any law or governmental rule or regulation.
You will be responsible for all federal, state and local taxes due with respect to any
compensation or payment received under this Letter Agreement.






	12.	 	Notices. For the purpose of this Letter Agreement, any notice or demand, hereunder
to or upon any party hereto required or permitted to be given or made, shall be deemed to have




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	 	 	been duly given or made for all purposes if (a) in writing and sent by (i) messenger or an
overnight courier service against receipt, or (ii) certified or registered mail, postage paid,
return receipt requested, or (b) sent by telefax, telex, or similar electronic means;
provided, that a written copy thereof is sent on the same day by postage paid
first-class mail, to such party at the following address:




In your case, to you at:



2244 El Amigo Road



Del Mar, CA 92014



or at your last known address contained in the personnel records of the

Company.



with a copy to:



Cooley Godward Kronish LLP

4401 Eastgate Mall

San Diego, CA 92121-1909

Attention: Thomas Welk, Esq.

Fax: (858) 550-6420



In the case of the Company, to it at:



Marshall Edwards, Inc.,

140 Wicks Road,

North Ryde, New South Wales 2113

Australia

Attention: David Seaton

Fax:  61-2-98788474



with a copy to:



Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10022

Attention: Steven A. Navarro

Fax: (212) 309-6001





	13.	 	Governing Law. The terms of this Letter Agreement, and any action arising hereunder,
shall be governed by and construed in accordance with the domestic laws of the State of
California, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of California;
provided, that the grant of the option set forth in Paragraph 4 above shall
be governed by the laws of the State of Delaware, as set forth in the Option Plan.




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	14.	 	Modification; Waiver; Severability. This Letter Agreement may not be released,
changed or modified in any manner, except by an instrument in writing signed by you and the
Company. The failure of either party to enforce any of the provisions of this Letter
Agreement shall in no way be construed to be a waiver of any such provision. No waiver of any
breach of this Letter Agreement shall be held to be a waiver of any other or subsequent
breach. If any portion or application of this Letter Agreement should for any reason be
declared invalid, illegal or unenforceable, in whole or in part, by a court of competent
jurisdiction, such invalid, illegal or unenforceable provision or application or part thereof
shall be severable from this Letter Agreement and shall not in any way affect the validity or
enforceability of any of the remaining provisions or applications.






	15.	 	Assignment. This Letter Agreement is personal to you. You shall not assign this
Letter Agreement or any of your rights and/or obligations under this Letter Agreement to any
other person. The Company may, without your consent, assign this Letter Agreement to any
affiliate or successor to its business.






	16.	 	Dispute Resolution. To benefit mutually from the time and cost savings of
arbitration over the delay and expense of the use of the federal and state court systems, all
disputes involving this Letter Agreement, including claims of violations of federal or state
discrimination statutes or public policy, shall be resolved pursuant to binding arbitration in
California. In the event of a dispute, a written request for arbitration shall be submitted
to the San Francisco, California office of the American Arbitration Association under its
Resolution of Employment Dispute Rules. The award of the arbitrators shall be final and
binding and judgment upon the award may be entered in any court having jurisdiction thereof.
This procedure shall be the exclusive means of settling any disputes that may arise
under this Letter Agreement. All fees and expenses of the arbitrators and all other expenses
of the arbitration, except for attorneys’ fees and witness expenses, shall be shared equally
by you and the Company. Each party shall bear its own witness expenses and attorneys’ fees.






	17.	 	No Conflicts. You represent and warrant to the Company that your acceptance of
employment and the performance of your duties for the Company will not conflict with or result
in a violation or breach of, or constitute a default under any contract, agreement or
understanding to which you are or were a party or of which you are aware and that there are no
restrictions, covenants, agreements or limitations on your right or ability to enter into and
perform the terms of this Letter Agreement.






	18.	 	Entire Agreement. This Letter Agreement supersedes all previous and contemporaneous
communications, agreements and understandings, whether oral or written, between you,
on the one hand, and the Company or any of its affiliates, on the other hand, and
constitutes the sole and entire agreement between you and the Company pertaining to the
subject matter hereof.






	19.	 	Counterparts. This Letter Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become a binding




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	 	 	agreement
when one or more counterparts have been signed by each party and delivered to the other party.





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If the foregoing is acceptable to you, kindly sign and return to us one copy of this letter.




	 	 	 	 	 
	 	Sincerely yours,





Marshall Edwards, Inc.

 	 
	 	By:  	/s/ David Seaton
 	 
	 	 	Name:  	David Seaton 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED BY:

 	 
	 	By:  	/s/ Daniel P. Gold
 	 
	 	 	Dr. Daniel P. Gold, Ph.d. 	 
	 	 	 	 
	 














 





EXHIBIT A




Model Stock Option Grant Agreement








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MARSHALL EDWARDS, INC.

NONQUALIFIED STOCK OPTION GRANT




     This NONQUALIFIED STOCK OPTION GRANT, dated as of                                          (the “Date of
Grant”), is delivered by Marshall Edwards, Inc. (the “Company”) to                                          (the
“Grantee”).



RECITALS




     A. The Compensation Committee has decided to make an Option grant as an inducement for the
Grantee to commence employment with the Company and its Affiliates and to promote the best
interests of the Company and its stockholders. References in this Agreement to the Compensation
Committee shall include any successor thereto.



     B. This Option grant is not being made pursuant to the terms of the Marshall Edwards, Inc.
2008 Stock Omnibus Equity Compensation Plan (the “Plan”) or any other stockholder approved
plan or arrangement. Notwithstanding the foregoing, the Option grant shall be subject to the terms
and conditions of the Plan as if it had been granted under the Plan; provided, that
this Option grant shall not be subject to: (i) the Share limits set forth in Section 3 of the Plan,
(ii) any obligation to comply with Code section 162(m) as set forth in Sections 11, 17 and 18 of
the Plan, and (iii) any obligation to obtain stockholder approval to amend or terminate the Plan or
the Option as set forth in Section 18 of the Plan. Capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth in the Plan.



     NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, hereby agree as
follows:


1. Grant of Option. Subject to the terms and conditions set forth in this Agreement and in
the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the
“Option”) to purchase                      Shares at an Exercise Price of $                     per Share. The
Option shall become exercisable according to Paragraph 2 below.



2. Exercisability of Option. The Option shall become exercisable on the following dates,
if the Grantee continues to be employed by, or provide service to, the Company and any Affiliate on
the applicable date:




	 	 	 
	Date	 	Shares for Which the Option is Exercisable
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to
the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for
which the Option becomes exercisable shall be rounded down to the nearest whole Share.














 







Notwithstanding the foregoing, upon the occurrence of a Change in Control, the Option shall
accelerate and become fully exercisable.



3. Term of Option.




     (a) The Option shall have a term of five years from the Date of Grant and shall terminate at
the expiration of that period (                                        , 2___), unless it is terminated at an earlier date
pursuant to the provisions of this Agreement or the Plan.



     (b) The Option shall automatically terminate upon the happening of the first of the following
events:




     (i) The ninety-first day following the date the Grantee is no longer employed by, or
providing service to, the Company and any Affiliate, if the termination is for any reason
other than Disability, death or Cause.




     (ii) The first anniversary of the date the Grantee is no longer employed by, or
providing service to, the Company and any Affiliate on account of the Grantee’s death or
Disability.




     (iii) The date on which the Grantee ceases to be employed by, or provide service to,
the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this
Paragraph 3, if the Grantee engages in conduct that constitutes Cause at any time while the
Grantee is employed by, or provides service to, the Company and any Affiliate or after the
Grantee’s termination of employment or service, the Option shall immediately terminate, and
the Grantee shall automatically forfeit all Shares underlying any exercised portion of the
Option for which the Company has not yet delivered the Share certificates, upon refund by
the Company of the Exercise Price paid by the Grantee for such Shares. Upon any exercise of
the Option, the Company may withhold delivery of Share certificates pending resolution of an
inquiry that could lead to a finding resulting in forfeiture.




     (iv) The date of cancellation, termination, or expiration of the Option pursuant to
action taken by the Compensation Committee in accordance with Sections 13 or 16 of the Plan.


Notwithstanding the foregoing, in no event may the Option be exercised after the date that is
immediately before the fifth anniversary of the Date of Grant. Any portion of the Option that is
not exercisable at the time the Grantee ceases to be employed by, or provide service to, the
Company and any Affiliate shall immediately terminate.



4. Exercise Procedures.




     (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or
all of the exercisable portion of the Option by giving the Company written notice of exercise in
the manner provided in this Agreement, specifying the number of Shares as to which
the Option is to be exercised and the method of payment. Payment of the Exercise Price shall
be



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made in accordance with procedures established by the Compensation Committee from time to time
based on the type of payment being made but, in any event, prior to issuance of the Shares. The
Grantee shall pay the Exercise Price (a) in cash, (b) unless the Compensation Committee determines
otherwise, by delivering Shares owned by the Grantee and having a Fair Market Value on the date of
exercise at least equal to the Exercise Price, or by attestation (on a form prescribed by the
Compensation Committee) to ownership of Shares having a Fair Market Value on the date of exercise
at least equal to the Exercise Price, (c) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (d) by such other method as the
Compensation Committee may approve. In addition, in the event the Compensation Committee so
determines, to the extent the Option is at the time exercisable for vested Shares, all or any part
of that vested portion may be surrendered to the Company for an appreciation distribution payable
in Shares with a Fair Market Value at the time of the Option surrender equal to the dollar amount
by which the then Fair Market Value of the Shares subject to the surrendered portion of the Option
exceeds the aggregate Exercise Price payable for those Shares. Notwithstanding any provision
contained herein, Shares used to exercise the Option shall have been held by the Grantee for the
requisite period of time necessary to avoid adverse accounting consequences to the Company with
respect to the Option.




     (b) The Company’s obligation to deliver Shares upon exercise of the Option shall be subject to
all applicable laws, rules and regulations and also to such approvals by governmental agencies as
may be deemed appropriate by the Compensation Committee, including such actions as Company counsel
shall deem necessary or appropriate to comply with relevant securities laws and regulations. The
Company may require that the Grantee (or other person exercising the Option after the Grantee’s
death) represent in writing that the Grantee is purchasing Shares for the Grantee’s own account and
not with a view to or for sale in connection with any distribution of the Shares, or such other
written representation as the Compensation Committee deems appropriate.



     (c) All obligations of the Company under this Agreement shall be subject to the rights of the
Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if
applicable. Subject to Compensation Committee approval, the Grantee may elect to satisfy any tax
withholding obligation of the Company and any Affiliate, as applicable with respect to the Option
by having Shares withheld up to an amount that does not exceed the Grantee’s minimum applicable
withholding tax rate for federal (including FICA), state and local tax liabilities. The election
must be in a form and manner prescribed by the Compensation Committee.



     (d) Payment for the Shares to be issued or transferred pursuant to the Option and any required
withholding taxes must be received by the Company by the time specified by the Compensation
Committee depending on the type of payment being made, but in all cases prior to the issuance or
transfer of such Shares.


5. Change in Control. Subject to the obligation to accelerate the exercisability of the
Option as described in Paragraph 2 hereof, the provisions of the Plan applicable to a Change in
Control
shall apply to the Option, and, in the event of a Change in Control, the Compensation Committee may
take such actions as it deems appropriate pursuant to and in accordance with the Plan.




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6. Restrictions on Exercise. Except as the Compensation Committee may otherwise permit
pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and,
after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in
the Plan) solely by the personal representatives of the Grantee, or by the person who acquires the
right to exercise the Option by will or by the laws of descent and distribution, to the extent that
the Option is exercisable pursuant to this Agreement.



7. Grant Subject to Plan Provisions. Except as otherwise provided in the recitals above,
this grant is made pursuant to the Plan, the terms of which are incorporated herein by reference,
and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of
the Option are subject to interpretations, regulations and determinations concerning the Plan
established from time to time by the Compensation Committee in accordance with the provisions of
the Plan, including, but not limited to, provisions pertaining to (a) legal requirements applicable
to issuance of the Shares, (b) changes in capitalization of the Company and (c) other requirements
of applicable law. The Compensation Committee shall have the authority to interpret and construe
the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder. In the event that there is a conflict between the terms and
provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of
the Plan shall govern.



8. No Employment or Other Rights. The grant of the Option shall not confer upon the
Grantee any right to be retained by, or in the employ or service of, the Company and any Affiliate
and shall not interfere in any way with the right of the Company and any Affiliate to terminate the
Grantee’s employment or service at any time. The right of the Company and any Affiliate to
terminate at will the Grantee’s employment or service at any time for any reason is specifically
reserved.



9. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges
of a stockholder with respect to the Shares subject to the Option, until certificates for Shares
have been issued upon the exercise of the Option.



10. Assignment and Transfers. Except as the Compensation Committee may otherwise permit
pursuant to the Plan and as otherwise provided in this Agreement, the rights and interests of the
Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and distribution. In
the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise
dispose of the Option or any right hereunder, except as provided for in the Plan and this
Agreement, or in the event of the levy or any attachment, execution or similar process upon the
rights or interests hereby conferred, the Company may terminate the Option by notice to the
Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights
and protections of the Company hereunder shall extend to any successors or assigns of the
Company and to the Company’s parents, subsidiaries, and Affiliates. This Agreement may be assigned
by the Company without the Grantee’s consent.



11. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the State of Delaware,




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without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware. To the extent the Grantee is a party to any
employment agreement with the Company or any of its subsidiaries that provides for binding
arbitration of employment disputes, then any disputes between the Company and the Grantee arising
under the Plan or this Agreement shall be arbitrated in accordance with the procedures set forth in
such employment agreement.



12. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company at Marshall Edwards, Inc., 140 Wicks Road, North Ryde, New South Wales 2113,
Australia, and any notice to the Grantee shall be addressed to such Grantee at the current address
shown on the payroll of the Company and any Affiliate, as applicable, or to such other address as
the Grantee may designate in writing. Any notice shall be delivered by hand or by a recognized
courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.




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     IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest
this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.




	 	 	 	 	 	 	 
	 
	 	Marshall Edwards, Inc.	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By:  
	 	 
	 
	 	 	 	 	 	 





I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the
Plan and this Agreement. I hereby further agree that all of the decisions and determinations of
the Compensation Committee shall be final and binding.




	 	 	 	 	 	 	 
	 
	 	Grantee:	 	 	 	 
	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date: