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Exhibit 4.1
 ENCYSIVE PHARMACEUTICALS INC.
2007 INCENTIVE PLAN, AS AMENDED
 (effective March 8, 2007)




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TABLE OF CONTENTS
 PageSECTION 1 GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS
    
    
    11.1
    
    Purpose
    
    
    11.2
    
    Definitions
    
    
    11.3
    
    Plan Administration
    
    
    71.4
    
    Shares Available for Incentive Awards
    
    
    91.5
    
    Share Pool Adjustments for Awards and Payouts
    
    
    91.6
    
    Common Stock Available
    
    
    101.7
    
    Participation
    
    
    101.8
    
    Types of Incentive Awards
    
    
    111.9
    
    Other Compensation Programs
    
    
    11SECTION 2 STOCK OPTIONS
    
    
    112.1
    
    Grant of Stock Options
    
    
    112.2
    
    Stock Option Terms
    
    
    112.3
    
    Stock Option Exercises
    
    
    122.4
    
    Supplemental Payment on Exercise of Nonstatutory Stock Options or SARs
    
    
    14SECTION 3 RESTRICTED STOCK
    
    
    153.1
    
    Award of Restricted Stock
    
    
    153.2
    
    Restrictions
    
    
    163.3
    
    Delivery of Shares
    
    
    173.4
    
    Supplemental Payment on Vesting of Restricted Stock
    
    
    17SECTION 4 OTHER STOCK-BASED AWARDS
    
    
    174.1
    
    Grant of Other Stock-Based Awards
    
    
    174.2
    
    Other Stock-Based Award Terms
    
    
    174.3
    
    Performance Awards
    
    
    19SECTION 5 PROVISIONS RELATING TO PLAN PARTICIPATION
    
    
    205.1
    
    Plan Conditions
    
    
    205.2
    
    Transferability and Exercisability
    
    
    225.3
    
    Rights as a Stockholder
    
    
    235.4
    
    Listing and Registration of Shares
    
    
    235.5
    
    Change in Stock and Adjustments
    
    
    235.6
    
    Termination of Employment, Death, Disability and Retirement
    
    
    265.7
    
    Change in Control
    
    
    295.8
    
    Financing
    
    
    30SECTION 6 GENERAL
    
    
    316.1
    
    Effective Date and Grant Period
    
    
    316.2
    
    Funding and Liability of Company
    
    
    316.3
    
    Withholding Taxes
    
    
    316.4
    
    No Guarantee of Tax Consequences
    
    
    326.5
    
    Designation of Beneficiary by Grantee
    
    
    32
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Page6.6
    
    Deferrals
    
    
    326.7
    
    Amendment and Termination
    
    
    326.8
    
    Requirements of Law
    
    
    336.9
    
    Rule 16b-3 Securities Law
Compliance and Compliance with Company Policies
    
    
    336.10
    
    Compliance with Section 162(m) of the Code
    
    
    336.11
    
    Successors
    
    
    346.12
    
    Miscellaneous Provisions
    
    
    346.13
    
    Severability
    
    
    346.14
    
    Gender, Tense and Headings
    
    
    346.15
    
    Governing Law
    
    
    346.16
    
    Section 409A of the Code
    
    
    35
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ENCYSIVE PHARMACEUTICALS INC.
2007 INCENTIVE PLAN, AS AMENDED
 SECTION 1
 GENERAL PROVISIONS RELATING TO
PLAN GOVERNANCE, COVERAGE AND BENEFITS
 WHEREAS, Plan
 NOW, THEREFORE,
 1.1 Purpose
 Company
 ERISA
 Effective Date Section 6.7
 1.2
  Authorized Officer




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Board
 Cause .
 Change in Control . Section 5.7
 Code
 Committee .
   2




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Common Stock .
 Company .
 Consultant .
 Disability .
 Employee .
 Employment .
 3




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Exchange Act .
 Fair Market Value . Wall Street Journal
  Grantee .
 Immediate Family .
 Incentive Agreement . Section 5.1(a)
 4




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Incentive Award .
 Incentive Stock Option or ISO . Section 2
 Insider .
 Nonstatutory Stock Option . Section 2
 Option Price .
 Other Stock-Based Award . Section 4.1
 Outside Director .
 Parent .
 Performance Award Section 4.3
 Performance-Based Exception
 Performance Period
 Performance Share or Performance Unit Section 4.3
 5




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Phantom Units
 Plan .
 Publicly Held Corporation .
 Restricted Stock . Section 3
 Restricted Stock Award .
 Restriction Period .
 Retirement .
 SAR .
 Share .
 Share Pool . Section 1.4 Section 1.5 Section 5.5
 Stock Option or Option Section 2
 6




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Subsidiary .
 Supplemental Payment Sections 2.4 3.4 4.2(f) 4.3(f)
 1.3
 Authority of the Committee .
 Meetings .
 Decisions Binding .
 Modification of Outstanding Incentive Awards . Section 6.7
 7




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Delegation of Authority .
 Expenses of Committee .
 INDEMNIFICATION .
 8




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1.4 Shares Available for Incentive Awards
 Section 5.5
  Section 5.5
   subsections (a) (b) (c)
 1.5 Share Pool Adjustments for Awards and Payouts
   9




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1.6 Common Stock Available
  1.7 Participation
 Eligibility .
 Incentive Stock Option Eligibility .
 10




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1.8 Types of Incentive Awards
 Section 2 Section 3 Section 4
 1.9 Other Compensation Programs
  SECTION 2
 STOCK OPTIONS
 2.1 Grant of Stock Options
  2.2 Stock Option Terms
 Written Agreement .
 Number of Shares .
 Exercise Price .
 11




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Section 1.7(b) Section
2.3(a)
 Term . provided,
however Section 1.7(b)
 Exercise .
 $100,000 Annual Limit on Incentive Stock Options .
 2.3 Stock Option Exercises
 Method of Exercise and Payment .
 12




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13




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Section 5.2 Section 2.3(a)
 Restrictions on Share Transferability .
  Notification of Disqualifying Disposition of Shares from Incentive Stock
Options .
 Proceeds of Option Exercise .
 2.4 Supplemental Payment on Exercise of Nonstatutory Stock Options or SARs
  14




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SECTION 3
 RESTRICTED STOCK
 3.1 Award of Restricted Stock
 Grant .
 Immediate Transfer Without Immediate Delivery of Restricted Stock .
  15




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3.2 Restrictions
 Forfeiture of Restricted Stock .
 Issuance of Certificates .
 The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture and restrictions against transfer)
contained in the Encysive Pharmaceuticals Inc. 2007 Incentive Plan
and an Incentive Agreement entered into between the registered owner
of such shares and Encysive Pharmaceuticals Inc. A copy of the Plan
and Incentive Agreement are on file in the corporate offices of
Encysive Pharmaceuticals Inc.
  Removal of Restrictions .
 16




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3.3 Delivery of Shares
 Section 6.3
 3.4 Supplemental Payment on Vesting of Restricted Stock
  SECTION 4
 OTHER STOCK-BASED AWARDS
 4.1 Grant of Other Stock-Based Awards
  4.2 Other Stock-Based Award Terms
 Written Agreement .
 17




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Purchase Price .
 Performance Criteria and Other Terms
 Payment .
 Dividends .
 Supplemental Payment
 18




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4.3 Performance Awards
 Grant
 Performance Criteria
 Modification provided, however
 Payment
 19




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Special Rule for Performance-Based Exception Section 4.3
 Supplemental Payment on Vesting of Performance Units or Performance Shares
 SECTION 5
 PROVISIONS RELATING TO PLAN PARTICIPATION
 5.1 Plan Conditions
 Incentive Agreement .
 20




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No Right to Employment .
 Securities Requirements .
   21




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5.2 Transferability and Exercisability
 Section 5.2 Section 5.6
   Section 5.2 Section 5.2
 22




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5.3 Rights as a Stockholder
 No Stockholder Rights . Section
3.1(b)
 Representation of Ownership .
 5.4 Listing and Registration of Shares
  5.5 Change in Stock and Adjustments
 Changes in Law or Circumstances . Section 5.7
 23




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Exercise of Corporate Powers .
 Recapitalization of the Company . Section 5.7
 Reorganization of the Company Section 5.7
 Issue of Common Stock by the Company . Section 5.5 Section 5.7
 24




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Acquisition of the Company Section 5.7
 Assumption under the Plan of Outstanding Stock Options . Section 1.4 Section
1.4
 Assumption of Incentive Awards by a Successor . Section
5.7
 25




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5.6 Termination of Employment, Death, Disability and Retirement
 Termination of Employment .
 Termination of Employment for Cause .
 26




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Retirement of Employee .
   Retirement of Outside Director .
  27




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Disability or Death .
   Section
1.2
 Continuation .
 28




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5.7 Change in Control
     Section 5.7 Section 5.7
 Change in Control
 Person
  29




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1 2
   Section 5.7
 5.8 Financing
  30




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SECTION 6
 GENERAL
 6.1 Effective Date and Grant Period
 Section 6.7
 6.2 Funding and Liability of Company
  6.3 Withholding Taxes
 Tax Withholding .
 Share Withholding .
 31




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Incentive Stock Options .
 6.4 No Guarantee of Tax Consequences
  6.5 Designation of Beneficiary by Grantee
  6.6 Deferrals
  6.7 Amendment and Termination
 Section 5.5 Section 1.4
 32




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6.8 Requirements of Law
  6.9 Rule 16b-3 Securities Law Compliance and Compliance with Company Policies
  6.10 Compliance with Section 162(m) of the Code
  33




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6.11 Successors
  6.12 Miscellaneous Provisions
     6.13 Severability
  6.14 Gender, Tense and Headings
  6.15 Governing Law
  34




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6.16 Section 409A of the Code
  [Signature Page Follows]
 35




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ENCYSIVE PHARMACEUTICALS INC.By:
    
    /s/ Bruce D. Given, M.D.Name:
    
    Bruce D. Given, M.D.Title:
    
    President and Chief Executive OfficerDate:
    
    April 27, 2007
 36