Exhibit 10.2
    

    
      


    

    
      OPEXA THERAPEUTICS, INC.
    

    
      2010 STOCK INCENTIVE PLAN
    

    
      NOTICE OF STOCK OPTION GRANT
    

    
      You have been granted the following Option to purchase Common Stock of
      Opexa Therapeutics, Inc. (the “Company”) under the Company’s 2010 Stock
      Incentive Plan (the “Plan”):
    


    	
          Name of Optionee:
        	
          [Name of Optionee]
        
	

        	
           
        
	
          
            Total Number of Option Shares Granted:
          

        	
          [Total Number of Shares]
        
	

        	
           
        
	
          Type of Option:
        	
          
            ⃞
               Incentive Stock Option
          

        
	

        	
          
            ⃞    Nonstatutory
            Stock Option
          

        
	

        	
           
        
	
          Exercise Price Per Share:
        	
          
            $ ______________________
          

        
	

        	
           
        
	
          Grant Date:
        	
          [Date of Grant]
        
	

        	
           
        
	
          Vesting Commencement Date:
        	
          [Vesting Commencement Date]
        
	

        	
           
        
	
          Vesting Schedule:
        	
          [The Shares subject to this Option become exercisable quarterly over
          a 3-year period beginning on the day which is three months after the
          first anniversary of the Vesting Commencement Date, at a rate of
          8.333% of the total number of Shares subject to such Option, subject
          to continuous Service as an Employee or a Consultant from the
          Vesting Commencement Date.] [Vesting TBD by Board or Committee]
        
	

        	
           
        
	
          Expiration Date:
        	
          [Expiration Date] This Option expires earlier if your Service
          terminates earlier, as described in the Stock Option Agreement.
        


    

    
      By your signature and the signature of the Company’s representative
      below, you and the Company agree that this Option is granted under and
      governed by the term and conditions of the Plan and the Stock Option
      Agreement (the “Agreement”), both of which are attached to and made a
      part of this document.
    

    
      By signing this document you further agree that the Company may
      deliver by e-mail all documents relating to the Plan or this Award
      (including without limitation, prospectuses required by the Securities
      and Exchange Commission) and all other documents that the Company is
      required to deliver to its security holders (including without
      limitation, annual reports and proxy statements).  You also agree that
      the Company may deliver these documents by posting them on a website
      maintained by the Company or by a third party under contract with the
      Company.  If the Company posts these documents on a website, it will
      notify you by e-mail.
    


    	
          OPTIONEE:
        	
          OPEXA THERAPEUTICS, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	
           
        	

        	
          
            By:
          

        	
          
             
          

        
	
          Optionee’s Signature
        	

        	

        
	

        	

        	
           
        
	
           
        	

        	
          
            Title:
          

        	
          
             
          

        
	
          Optionee’s Printed Name
        	

        	

        


    

    
      

      OPEXA THERAPEUTICS, INC.
NOTICE OF STOCK OPTION GRANT
    

    
      
        

        

      

      
        
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      OPEXA THERAPEUTICS, INC.
    

    
      2010 STOCK INCENTIVE PLAN
    

    
      STOCK OPTION AGREEMENT
    

    

    


    	
          Tax Treatment
        	
          
            This Option is intended to be an incentive stock option under
            Section 422 of the Internal Revenue Code or a nonstatutory option,
            as provided in the Notice of Stock Option Grant. Even if this
            Option is designated as an incentive stock option, it shall be
            deemed to be a nonstatutory option to the extent required by the
            $100,000 annual limitation under Section 422(d) of the Internal
            Revenue Code.
          

        
	

        	
           
        
	
          Vesting
        	
          This Option becomes exercisable in installments, as shown in the
          Notice of Stock Option Grant. This Option will in no event become
          exercisable for additional Shares after your Service as an Employee
          or a Consultant has terminated for any reason.
        
	

        	
           
        
	
          Term
        	
          This Option expires in any event at the close of business at Company
          headquarters on the day before the 10th anniversary of the Grant
          Date, as shown on the Notice of Stock Option Grant (fifth
          anniversary for a more than 10% stockholder as provided under the
          Plan if this is an incentive stock option). This Option may expire
          earlier if your Service terminates, as described below.
        
	

        	
           
        
	
          Regular Termination
        	
          If your Service terminates for any reason except death or “Total and
          Permanent Disability” (as defined in the Plan), then this Option
          will expire at the close of business at Company headquarters on the
          date three (3) months after the date your Service terminates (or, if
          earlier, the Expiration Date). The Company determines when your
          Service terminates for this purpose and all purposes under the Plan
          and its determinations are conclusive and binding on all persons.
        
	

        	
           
        
	
          Death
        	
          If your Service terminates because of death, then this Option will
          expire at the close of business at Company headquarters on the date
          12 months after the date your Service terminates (or, if earlier,
          the Expiration Date). During that period of up to 12 months, your
          estate or heirs may exercise the Option.
        
	

        	
           
        
	
          Disability
        	
          If your Service terminates because of your Total and Permanent
          Disability, then this Option will expire at the close of business at
          Company headquarters on the date 12 months after the date your
          Service terminates (or, if earlier, the Expiration Date).
        
	

        	
           
        
	
          Leaves of Absence
        	
          For purposes of this Option, your Service does not terminate when
          you go on a military leave, a sick leave or another bona fide
          leave of absence, if the leave was approved by the Company in
          writing and if continued crediting of Service is required by the
          terms of the leave or by applicable law. But your Service terminates
          when the approved leave ends, unless you immediately return to
          active work.
        


    

    
      

      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
      
        

        

      

      
        
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          If you go on a leave of absence, then the vesting schedule specified
          in the Notice of Stock Option Grant may be adjusted in accordance
          with the Company’s leave of absence policy or the terms of your
          leave. If you commence working on a part-time basis, then the
          vesting schedule specified in the Notice of Stock Option Grant may
          be adjusted in accordance with the Company’s part-time work policy
          or the terms of an agreement between you and the Company pertaining
          to your part-time schedule.
        
	

        	
           
        
	
          Restrictions on Exercise
        	
          The Company will not permit you to exercise this Option if the
          issuance of Shares at that time would violate any law or regulation.
          The inability of the Company to obtain approval from any regulatory
          body having authority deemed by the Company to be necessary to the
          lawful issuance and sale of the Company stock pursuant to this
          Option shall relieve the Company of any liability with respect to
          the non-issuance or sale of the Company stock as to which such
          approval shall not have been obtained.
        
	

        	
           
        
	
          Notice of Exercise
        	
          When you wish to exercise this Option you must provide a notice of
          exercise form in accordance with such procedures as are established
          by the Company and communicated to you from time to time. Any notice
          of exercise must specify how many Shares you wish to purchase and
          how your Shares should be registered. The notice of exercise will be
          effective when it is received by the Company. If someone else wants
          to exercise this Option after your death, that person must prove to
          the Company’s satisfaction that he or she is entitled to do so.
        
	

        	
           
        
	
          Form of Payment
        	
          When you submit your notice of exercise, you must include payment of
          the Option exercise price for the Shares you are purchasing. Payment
          may be made in the following form(s):
        
	

        	
           
        
	

        	
          
            ●
          

        	
          Your personal check, a cashier’s check or a money order.
        
	

        	

        	
           
        
	

        	
          
            ●
          

        	
          Certificates for Shares that you own, along with any forms needed to
          effect a transfer of those Shares to the Company. The value of the
          Shares, determined as of the effective date of the Option exercise,
          will be applied to the Option exercise price. Instead of
          surrendering Shares, you may attest to the ownership of those Shares
          on a form provided by the Company and have the same number of Shares
          subtracted from the Shares issued to you upon exercise of the
          Option. However, you may not surrender or attest to the ownership of
          Shares in payment of the exercise price if your action would cause
          the Company to recognize a compensation expense (or additional
          compensation expense) with respect to this Option for financial
          reporting purposes.
        
	

        	

        	
           
        
	

        	
          
            ●
          

        	
          By delivery on a form approved by the Company of an irrevocable
          direction to a securities broker approved by the Company to sell all
          or part of the Shares that are issued to you when you exercise this
          Option and to deliver to the Company from the sale proceeds an
          amount sufficient to pay the Option exercise price and any
          withholding taxes. The balance of the sale proceeds, if any, will be
          delivered to you. The directions must be given by providing a notice
          of exercise form approved by the Company.
        


    

    
      

      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
      
        

        

      

      
        
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            ●
          

        	
          By delivery on a form approved by the Company of an irrevocable
          direction to a securities broker or lender approved by the Company
          to pledge Shares that are issued to you when you exercise this
          Option as security for a loan and to deliver to the Company from the
          loan proceeds an amount sufficient to pay the Option exercise price
          and any withholding taxes. The directions must be given by providing
          a notice of exercise form approved by the Company.
        
	

        	

        	
           
        
	

        	
          
            ●
          

        	
          Any other form permitted by the Committee in its sole discretion.
        
	

        	

        	
           
        
	

        	
          Notwithstanding the foregoing, payment may not be made in any form
          that is unlawful, as determined by the Committee in its sole
          discretion.
        
	

        	
           
        
	
          
            Withholding Taxes
and Stock Withholding
          

        	
          You will not be allowed to exercise this Option unless you make
          arrangements acceptable to the Company to pay any withholding taxes
          that may be due as a result of this Award or the Option exercise.
          These arrangements, at the sole discretion of the Company, may
          include (a) having the Company withhold taxes from the proceeds of
          the sale of the Shares, either through a voluntary sale or through a
          mandatory sale arranged by the Company (on your behalf pursuant to
          this authorization), (b) having the Company withhold Shares that
          otherwise would be issued to you when you exercise this Option
          having a Fair Market Value equal to the amount necessary to satisfy
          the minimum statutory withholding amount, or (c) any other
          arrangement approved by the Company. The Fair Market Value of any
          Shares withheld, determined as of the effective date of the Option
          exercise, will be applied as a credit against the withholding taxes.
          You also authorize the Company, or your actual employer, to satisfy
          all withholding obligations of the Company or your actual employer
          with respect to this Award from your wages or other cash
          compensation payable to you by the Company or your actual employer.
        
	

        	
           
        
	
          Restrictions on Resale
        	
          You agree not to sell any Shares at a time when applicable laws,
          Company policies or an agreement between the Company and its
          underwriters prohibit a sale. This restriction will apply as long as
          your Service continues and for such period of time after the
          termination of your Service as the Company may specify.
        
	

        	
           
        
	
          Transfer of Option
        	
          In general, only you can exercise this Option prior to your death.
          You may not sell, transfer, assign, pledge or otherwise dispose of
          this Option, other than as designated by you by will or by the laws
          of descent and distribution, except as provided below. For instance,
          you may not use this Option as security for a loan. If you attempt
          to do any of these things, this Option will immediately become
          invalid. You may in any event dispose of this Option in your will.
          Regardless of any marital property settlement agreement, the Company
          is not obligated to honor a notice of exercise from your former
          spouse, nor is the Company obligated to recognize your former
          spouse’s interest in your Option in any other way.
        


    

    
      

      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
      
        

        

      

      
        
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          However, if this Option is designated as a nonstatutory stock option
          in the Notice of Stock Option Grant, then the Committee may, in its
          sole discretion, allow you to transfer this Option as a gift to one
          or more family members. For purposes of this Agreement, “family
          member” means a child, stepchild, grandchild, parent, stepparent,
          grandparent, spouse, former spouse, sibling, niece, nephew,
          mother-in-law, father-in-law, son-in-law, daughter-in-law,
          brother-in-law, or sister-in-law (including adoptive relationships),
          any individual sharing your household (other than a tenant or
          employee), a trust in which one or more of these individuals have
          more than 50% of the beneficial interest, a foundation in which you
          or one or more of these persons control the management of assets,
          and any entity in which you or one or more of these persons own more
          than 50% of the voting interest.
        
	

        	
           
        
	

        	
          In addition, if this Option is designated as a nonstatutory stock
          option in the Notice of Stock Option Grant, then the Committee may,
          in its sole discretion, allow you to transfer this option to your
          spouse or former spouse pursuant to a domestic relations order in
          settlement of marital property rights.
        
	

        	
           
        
	

        	
          The Committee will allow you to transfer this Option only if both
          you and the transferee(s) execute the forms prescribed by the
          Committee, which include the consent of the transferee(s) to be
          bound by this Agreement.
        
	

        	
           
        
	
          Retention Rights
        	
          Neither your Option nor this Agreement gives you the right to be
          employed or retained by the Company or a subsidiary of the Company
          in any capacity. The Company and its subsidiaries reserve the right
          to terminate your Service at any time, with or without cause.
        
	

        	
           
        
	
          Stockholder Rights
        	
          Your Options carry neither voting rights nor rights to dividends.
          You, or your estate or heirs, have no rights as a stockholder of the
          Company unless and until you have exercised this Option by giving
          the required notice to the Company and paying the exercise price. No
          adjustments will be made for dividends or other rights if the
          applicable record date occurs before you exercise this Option,
          except as described in the Plan.
        
	

        	
           
        
	
          Adjustments
        	
          In the event of a stock split, a stock dividend or a similar change
          in Company Shares, the number of Shares covered by this Option and
          the exercise price per Share shall be adjusted pursuant to the Plan.
        
	

        	
           
        
	
          Successors and Assigns
        	
          Except as otherwise provided in the Plan or this Agreement, every
          term of this Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective heirs, legatees,
          legal representatives, successors, transferees and assigns.
        
	

        	
           
        
	
          Notice
        	
          Any notice required or permitted under this Agreement shall be given
          in writing and shall be deemed effectively given upon the earliest
          of personal delivery, receipt or the third full day following
          mailing with postage and fees prepaid, addressed to the other party
          hereto at the address last known in the Company’s records or at such
          other address as such party may designate by ten (10) days’ advance
          written notice to the other party hereto.
        


    

    
      

      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
      
        

        

      

      
        
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          Applicable Law
        	
          This Agreement will be interpreted and enforced under the laws of
          the State of Delaware (without regard to their choice-of-law
          provisions).
        
	

        	
           
        
	
          The Plan and Other Agreements
        	
          The text of the Plan is incorporated in this Agreement by reference.
          All capitalized terms in the Agreement shall have the meanings
          assigned to them in the Plan. This Agreement and the Plan constitute
          the entire understanding between you and the Company regarding this
          Option. Any prior agreements, commitments or negotiations concerning
          this Option are superseded. This Agreement may be amended by the
          Committee without your consent; however, if any such amendment would
          materially impair your rights or obligations under the Agreement,
          this Agreement may be amended only by another written agreement,
          signed by you and the Company.
        


    

    
      

      

      BY SIGNING THE COVER SHEET OF THIS
      AGREEMENT,
    

    
      YOU AGREE TO ALL OF THE TERMS AND
      CONDITIONS
    

    
      DESCRIBED ABOVE AND IN THE PLAN.
    

    
      


    

    
      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
      
        

        

      

      
        
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      OPEXA THERAPEUTICS, INC.
2010 STOCK INCENTIVE PLAN
NOTICE
      OF CASH EXERCISE OF STOCK OPTION
    

    

    


    	
          OPTIONEE INFORMATION:
        	

        
	
           
        	

        	

        
	
          Name:
        	
           
        	
           
        	
          Social Security Number:
        	
           
        
	

        	

        	

        	

        	
           
        
	
          Address:
        	
           
        	

        	
          Employee Number:
        	
           
        


    

    

    

    
      OPTION INFORMATION:
    


    	
          Date of Grant:
        	
          _______________, 201___
        	
           
        	
          
            Type of Stock Option:
          

        
	
          
            Exercise Price per Share: $______________
          

        	

        	
          
            ⃞
          

        	
          
            Nonstatutory (NSO)
          

        
	
          
            Total number of Shares of OPEXA THERAPEUTICS, INC.
          

        	

        	
          
            ⃞
          

        	
          
            Incentive (ISO)
          

        
	
          
            (the “Company”) covered by option: __________
          

        	

        	

        	

        


    

    

    

    
      Number of Shares of the Company for which option is being exercised now:                   (“Purchased
      Shares”).
Total exercise price for the Purchased Shares: $                            
Form
      of payment enclosed:
    


    	
          
            ⃞
            ⁭Check for $ _________________, payable to “Opexa
            Therapeutics, Inc.”
          

        


    

    

    

    
      Name(s) in which the Purchased Shares should be registered:
_______________________________________________________
    

    

    


    	
          
            The certificate for the Purchased Shares should be sent
          

        	
          
             
          

        
	
          
            to the following address:
          

        	
           
        
	
          
             
          

        	
           
        
	

        	
           
        


    

    

    

    
      ACKNOWLEDGMENTS:
    


    	
          1.
        	
          I understand that all sales of Purchased Shares are subject to
          compliance with the Company’s policy on securities trades.
        
	

        	
           
        
	
          2.
        	
          I hereby acknowledge that I received and read a copy of the
          prospectus describing the Company’s 2010 Stock Incentive Plan and
          the tax consequences of an exercise.
        
	

        	
           
        
	
          3.
        	
          In the case of a nonstatutory option, I understand that I must
          recognize ordinary income equal to the spread between the fair
          market value of the Purchased Shares on the date of exercise and the
          exercise price. I further understand that I am required to pay
          withholding taxes at the time of exercising a nonstatutory option.
        
	

        	
           
        
	
          4.
        	
          In the case of an incentive stock option, I agree to notify the
          Company if I dispose of the Purchased Shares before I have met both
          of the tax holding periods applicable to incentive stock options
          (that is, if I make a disqualifying disposition).
        


    

    

    


    	
          SIGNATURE AND DATE:
        
	
           
        	

        
	

        	
           
        
	
           
        	

        	
           
        	
          __, 201__
        


    

    
      

      OPEXA THERAPEUTICS, INC.
STOCK OPTION AGREEMENT
    

    
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