GENSPERA,
INC.

    [2007 EQUITY COMPENSATION
PLAN]

    [2009 EXECUTIVE COMPENSATION
PLAN]

    RESTRICTED
STOCK AWARD AGREEMENT

     

    Unless
otherwise defined herein, the terms defined in the GenSpera, Inc. [2007 Equity Compensation Plan/2009
Executive Compensation Plan] (the “Plan”) will have the
same defined meanings in this Restricted Stock Award Agreement (the “Award
Agreement”).

     

    
      	
              I. 

            	
              NOTICE OF RESTRICTED
      STOCK GRANT

            


    

     

    Participant
Name:

     

    Address:

     

    You have
been granted the right to receive an Award of Restricted Stock, subject to the
terms and conditions of the Plan and this Award Agreement, as
follows:

    


    
      
        
          
            
              
                	
                        Grant
      Number

                      	
                            

                      	 
      
	 
      	 
      	 
      
	
                        Date
      of Grant

                      	
                            

                      	 
      
	 
      	 
      	 
      
	
                        Vesting
      Commencement Date

                      	
                            

                      	 
      
	 
      	 
      	 
      
	
                        Total Number of Shares Granted

                      	
                            

                      	 
      


              

            

          

        

      

    

     

    Vesting
Schedule:

     

    Subject
to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock will vest and the Company’s right to reacquire the Restricted
Stock will lapse in accordance with the following schedule:

     

    [Insert
Vesting Schedule]

     

    II.           TERMS AND CONDITIONS OF
RESTRICTED STOCK GRANT

     

    1.           Grant of Restricted
Stock. The Company hereby grants to the individual named in the Notice of
Grant in Part I of this Award Agreement (the “Participant”) under the Plan for
past services and as a separate incentive in connection with his or her services
and not in lieu of any salary or other compensation for his or her services, an
Award of Shares of Restricted Stock, subject to all of the terms and conditions
in this Award Agreement and the Plan, which is incorporated herein by
reference.  In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award Agreement, the
terms and conditions of the Plan will prevail.

     

    2.           Escrow of
Shares.

     

    (a)           All
Shares of Restricted Stock will, upon execution of this Award Agreement, be
delivered and deposited with an escrow holder designated by the Company (the
“Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow
Holder until such time as the Shares of Restricted Stock vest or the date
Participant ceases to be an Employee, (Eligible) Director, Consultant or Advisor
(collectively “Service Provider”).


    
      
         


      

      
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    (b)           The
Escrow Holder will not be liable for any act it may do or omit to do with
respect to holding the Shares of Restricted Stock in escrow while acting in good
faith and in the exercise of its judgment.

     

    (c)           Upon
Participant’s termination as a Service Provider for any reason, the Escrow
Holder, upon receipt of written notice of such termination, will take all steps
necessary to accomplish the transfer of the unvested Shares of Restricted Stock
to the Company.  Participant hereby appoints the Escrow Holder with full
power of substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to take
any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares of Restricted Stock to the Company
upon such termination.

     

    (d)           The
Escrow Holder will take all steps necessary to accomplish the transfer of Shares
of Restricted Stock to Participant after they vest following Participant’s
request that the Escrow Holder do so.

     

    (e)           Subject
to the terms hereof, Participant will have all the rights of a stockholder with
respect to the Shares while they are held in escrow, including without
limitation, the right to vote the Shares and to receive any cash dividends
declared thereon.

     

    (f)           In
the event of any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares, the Shares of Restricted Stock will be increased, reduced or otherwise
changed, and by virtue of any such change Participant will in his or her
capacity as owner of unvested Shares of Restricted Stock be entitled to new
or additional or different shares of stock, cash or securities (other than
rights or warrants to purchase securities); such new or additional or different
shares, cash or securities will thereupon be considered to be unvested Shares of
Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to
this Award Agreement. If Participant receives rights or warrants with respect to
any unvested Shares of Restricted Stock, such rights or warrants may be held or
exercised by Participant, provided that until such exercise any such rights or
warrants and after such exercise any shares or other securities acquired by the
exercise of such rights or warrants will be considered to be unvested Shares of
Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to
this Award Agreement. The Administrator or Committee (collectively
“Administrator”) in its absolute discretion at any time may accelerate the
vesting of all or any portion of such new or additional shares of stock, cash or
securities, rights or warrants to purchase securities or shares or other
securities acquired by the exercise of such rights or warrants.

     

    (g)            The
Company may instruct the transfer agent for its Common Stock to place a legend
on the certificates representing the Restricted Stock or otherwise note its
records as to the restrictions on transfer set forth in this Award
Agreement.

     

    3.           Vesting Schedule.
Except as provided in Section 5, and subject to Section 6, the Shares
of Restricted Stock awarded by this Award Agreement will vest in accordance with
the vesting provisions set forth in the Notice of Grant.  Shares of
Restricted Stock scheduled to vest on a certain date or upon the occurrence of a
certain condition will not vest in Participant in accordance with any of the
provisions of this Award Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such
vesting occurs.


    
      
         


      

      
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    4.           Administrator
Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested
Restricted Stock at any time, subject to the terms of the Plan. If so
accelerated, such Restricted Stock will be considered as having vested as of the
date specified by the Administrator.

     

    5.           Forfeiture upon Termination
of Status as a Service Provider. Notwithstanding any contrary provision
of this Award Agreement, the balance of the Shares of Restricted Stock that have
not vested at the time of Participant’s termination as a Service Provider for
any reason will be forfeited and automatically transferred to and reacquired by
the Company at no cost to the Company upon the date of such termination and
Participant will have no further rights thereunder. Participant will not be
entitled to a refund of the price paid for the Shares of Restricted Stock, if
any, returned to the Company pursuant to this Section 6. Participant hereby
appoints the Escrow Agent with full power of substitution, as Participant’s true
and lawful attorney-in-fact with irrevocable power and authority in the name and
on behalf of Participant to take any action and execute all documents and
instruments, including, without limitation, stock powers which may be necessary
to transfer the certificate or certificates evidencing such unvested Shares to
the Company upon such termination of service.

     

    6.           Death of Participant.
Any distribution or delivery to be made to Participant under this Award
Agreement will, if Participant is then deceased, be made to Participant’s
designated beneficiary, or if no beneficiary survives Participant, the
administrator or executor of Participant’s estate. Any such transferee must
furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining
to said transfer.

     

    7.           Withholding of Taxes.
Notwithstanding any contrary provision of this Award Agreement, no certificate
representing the Shares of Restricted Stock may be released from the escrow
established pursuant to Section 2, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by
Participant with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such Shares. The
Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit Participant to satisfy such tax
withholding obligation, in whole or in part (without limitation) by
(a) paying cash, (b) electing to have the Company withhold otherwise
deliverable Shares having a Fair Market Value equal to the minimum amount
required to be withheld, (c) delivering to the Company already vested and
owned Shares having a Fair Market Value equal to the amount required to be
withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Participant through such means as the Company may determine in
its sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld. To the extent determined appropriate by the Company in
its discretion, it will have the right (but not the obligation) to satisfy any
tax withholding obligations by reducing the number of Shares otherwise
deliverable to Participant. If Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations
hereunder at the time any applicable Shares otherwise are scheduled to vest
pursuant to Sections 3 or 5, Participant will permanently forfeit such Shares
and the Shares will be returned to the Company at no cost to the
Company.

     

    8.           Rights as
Stockholder. Neither Participant nor any person claiming under or through
Participant will have any of the rights or privileges of a stockholder of the
Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
Participant or the Escrow Agent. Except as provided in Section 2, after
such issuance, recordation and delivery, Participant will have all the rights of
a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.


    
      
         


      

      
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    9.           No Guarantee of Continued
Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE
SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

     

    10.           Address for Notices.
Any notice to be given to the Company under the terms of this Award Agreement
will be addressed to the Company, in care of its Stock Administration at
GenSpera, Inc., 2511 N Loop 1604 W, Suite 204, San Antonio, TX 78258 or at
such other address as the Company may hereafter designate in
writing.

     

    11.           Grant is Not
Transferable. Except to the limited extent provided in Section 7,
the unvested Shares subject to this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to
sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of any unvested
Shares of Restricted Stock subject to this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.

     

    12.           Binding Agreement.
Subject to the limitation on the transferability of this grant contained herein,
this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties
hereto.

     

    13.           Additional Conditions to
Release from Escrow. The Company will not be required to issue any
certificate or certificates for Shares hereunder or release such Shares from the
escrow established pursuant to Section 2 prior to fulfillment of all the
following conditions: (a) the completion of any registration or other
qualification of such Shares under any state or federal law or under the rulings
or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Administrator will, in its absolute
discretion, deem necessary or advisable; (b) the obtaining of any approval
or other clearance from any state or federal governmental agency, which the
Administrator will, in its absolute discretion, determine to be necessary or
advisable; and (c) the lapse of such reasonable period of time following
the date of grant of the Restricted Stock as the Administrator may establish
from time to time for reasons of administrative convenience.

     

    14.           Plan Governs. This
Award Agreement is subject to all terms and provisions of the Plan. In the event
of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern. Capitalized
terms used and not defined in this Award Agreement will have the meaning set
forth in the Plan.


    
      
         


      

      
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    15.           Administrator
Authority. The Administrator will have the power to interpret the Plan
and this Award Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Shares of Restricted Stock have vested). All
actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the
Company and all other interested persons. No member of the Administrator will be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Award Agreement.

     

    16.           Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related
to the Shares of Restricted Stock awarded under the Plan or future Restricted
Stock that may be awarded under the Plan by electronic means or request
Participant’s consent to participate in the Plan by electronic means.
Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system
established and maintained by the Company or another third party designated by
the Company.

     

    17.           Captions. Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Award Agreement.

     

    18.           Agreement Severable.
In the event that any provision in this Award Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Award Agreement.

     

    19.           Modifications to the
Agreement. This Award Agreement constitutes the entire understanding of
the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Award Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications
to this Award Agreement or the Plan can be made only in an express written
contract executed by a duly authorized officer of the Company. Notwithstanding
anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or
advisable, in its sole discretion and without the consent of Participant, to
comply with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) or to otherwise avoid imposition of any additional tax or income
recognition under Section 409A of the Code in connection to this Award of
Restricted Stock.

     

    20.           Amendment, Suspension or
Termination of the Plan. By accepting this Award, Participant expressly
warrants that he or she has received an Award of Restricted Stock under the
Plan, and has received, read and understood a description of the Plan.
Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time.

     

    21.           Governing Law. This
Award Agreement will be governed by the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof. For purposes of
litigating any dispute that arises under this Award of Restricted Stock or this
Award Agreement.

     

    By your
signature and the signature of the Company’s representative below, you and the
Company agree that this Award is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. Participant has reviewed the
Plan and this Award Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Award Agreement and fully
understands all provisions of the Plan and Award Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and
Award Agreement. Participant further agrees to notify the Company upon any
change in the residence address indicated below.

    


    
      
        
          	
                  PARTICIPANT:

                	 
      	
                  GENSPERA,
      INC.:

                
	
                      

                	
                      

                	 
      
	 
      	
                      

                	 
      
	
                  Signature

                	
                      

                	
                  By

                
	 
      	 
      
	 
      	
                      

                	 
      
	
                  Print
      Name

                	
                      

                	
                  Title

                


        

      

    

     

    
      
         


      

      
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