GENTA
INCORPORATED


RESTRICTED
STOCK UNIT ISSUANCE AGREEMENT





RECITALS





A.           The
Board has adopted the Plan for the purpose of attracting and retaining the
services of selected employees who provide services to the Company (or any
subsidiary).




B.           The
Committee has approved the award of restricted stock units to the Participant
pursuant to this Agreement in exchange for certain of the Participant's options
that were tendered for exchange pursuant to the Company's Equity Award Exchange
Offer.




C.           All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix A.




NOW, THEREFORE, it is hereby
agreed as follows:




1.           Grant of
Restricted Stock Units.  In exchange for the tender of the
Participant's Eligible Awards pursuant to the Equity Award Exchange Offer, the
Company hereby awards to the Participant, as of the Award Date, an award (the
“Award”) of restricted
stock units under the Plan.  Each restricted stock unit represents the
right to receive one share of Common Stock on the vesting date of that unit. The
number of shares of Common Stock subject to the awarded restricted stock units,
the applicable vesting schedule for the restricted stock units and the
underlying shares, the dates on which those vested shares shall be issued to the
Participant and the remaining terms and conditions governing the Award shall be
as set forth in this Agreement.




AWARD
SUMMARY




Participant:Award Date:
                      August 31, 2009Number of Shares
                        Subject to Award:
                      _____________________
      shares of Common Stock (the “Shares”)Vesting Schedule:
                      Twenty-five
      percent (25%) of the Shares shall vest as follows:  (i) [______]
      Shares on November 21, 2009, (ii) [____] Shares on March 22, 2010 and
      (iii) [___] Shares on May 17, 2010, provided the Participant continues in
      employment through each such date.
                        
                        The
      remaining Shares shall vest in three equal installments on August 31,
      2010, August 31, 2011 and August 31, 2012, respectively, provided the
      Participant continues in employment through each such date.
                        
                        The
      Shares may vest on an accelerated basis prior to these vesting dates in
      accordance with the provisions of Paragraph 4 of this
      Agreement.  In no event shall any Shares vest after the date of
      the Participant’s termination of
employment.








Issuance Dates:
              Each
      Share in which the Participant vests in accordance with the foregoing
      Vesting Schedule shall be issued on the date (the “Issuance Date”) on
      which that Share so vests or as soon thereafter as administratively
      practicable, but in no event later than the close of the calendar year in
      which such Issuance Date occurs or (if later) the fifteenth (15th) day of
      the third calendar month following such Issuance Date. The issuance of the
      Shares shall be subject to the Company’s collection of any applicable
      Withholding Taxes in accordance the procedures set forth in Paragraph 6 of
      this Agreement.





2.           Limited
Transferability.  Prior to actual receipt of the Shares which
vest and become issuable hereunder, the Participant may not transfer any
interest in the Award or the underlying Shares.  Any Shares which vest
hereunder but which otherwise remain unissued at the time of the
Participant’s
death may be transferred pursuant to the provisions of the Participant’s will or the laws
of inheritance.




3.           Cessation
of Employment.  Should the Participant cease employment for any
reason prior to vesting in one or more Shares subject to this Award, then the
Award will be immediately cancelled with respect to those unvested Shares, and
the number of restricted stock units will be reduced accordingly. The
Participant shall thereupon cease to have any right or entitlement to receive
any Shares under those cancelled units.




4.           Change in
Control.




(a)           The
Participant shall fully vest in the Award (to the extent outstanding)
immediately prior to the effective date of a Change in Control.  The
Shares subject to those vested units will be issued on the Issuance Date
triggered by the Change in Control (or otherwise converted into the right to
receive the same consideration per share of Common Stock payable to the other
shareholders of the Company in consummation of that Change in Control and
distributed at the same time as such shareholder payments), subject to the
Company’s collection of any applicable Withholding Taxes pursuant to the
provisions of Paragraph 6.




(b)           This
Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.




5.           Adjustment
in Shares.  In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock
or any other increase or decrease in the number of issued shares of Common Stock
effected without the Company’s receipt of
consideration, then proportionate adjustments shall be made to the total number
of Shares subject to this Award.




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6.           Issuance
of Shares of Common Stock.




(a)           On
the Issuance Date or as soon thereafter as practicable, the Company shall issue
to or on behalf of the Participant a certificate (which may be in electronic
form) for the number of shares of Common Stock underlying the restricted stock
units which vest under the Award on such date, subject, however, to the
Company’s collection of any applicable Withholding Taxes.




(b)           Until
such time as the Company provides the Participant with notice to the contrary,
the Company shall collect any Withholding Taxes required to be withheld with
respect to the issuance of the vested Shares hereunder through an automatic
Share withholding procedure pursuant to which the Company will withhold, at the
time of such issuance, a portion of the  Shares with a Fair Market
Value (measured as of the issuance date) equal to the amount of those
taxes  (the “Share Withholding Method”); provided,
however, that the amount of any Shares so withheld shall not exceed the
amount necessary to satisfy the Company‘s required withholding obligations using
the minimum statutory withholding rates.  The Participant shall be
notified in writing in the event such Share Withholding Method is no longer
available.




(c)           Should
any Shares be issued at a time when the Share Withholding Method is not
available, then the Participant shall pay any Withholding Taxes required to be
withheld with respect to the issuance of vested Shares hereunder by delivering a
check to the Company in the amount of the Withholding Taxes.




(d)           In
no event will any fractional shares be issued.




(e)           The
holder of this Award shall not have any shareholder rights, including voting or
dividend rights, with respect to the Shares subject to the Award until the
Participant becomes the record holder of those Shares following their actual
issuance after the satisfaction of the applicable Withholding
Taxes.




7.           Compliance
with Laws and Regulations.




(a)           The
issuance of shares of Common Stock pursuant to the Award shall be subject to
compliance by the Company and the Participant with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange (or the Nasdaq Stock Market, if applicable) on which the Common Stock
may be listed for trading at the time of such issuance.




(b)           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 of any
Common Stock hereby shall relieve the Company of any liability with respect to
the non-issuance of the Common Stock as to which such approval shall not have
been obtained.  The Company, however, shall use its best efforts to
obtain all such approvals.


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8.           Successors
and Assigns.  Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and the Participant,
the Participant’s assigns, the
legal representatives, heirs and legatees of the Participant’s estate and any
beneficiaries of the Award designated by the Participant.




9.           Notices.  Any
notice required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Company at its principal
corporate offices.  Any notice required to be given or delivered to
the Participant shall be in writing and addressed to the Participant at the
address indicated below Participant’s signature line
on this Agreement.  All notices shall be deemed effective upon
personal delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.




10.           Construction.  This
Agreement and the Award evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the
Plan.  All decisions of the Committee with respect to any question or
issue arising under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in the Award.




11.           Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Delaware without resort
to that State’s conflict-of-laws
rules.




12.           Employment
at Will.  Except as may otherwise be set forth in the
Participant’s
employment agreement, nothing in this Agreement or in the Plan shall confer upon
the Participant any right to continue in service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Parent or Subsidiary employing or retaining the Participant) or
of the Participant, which rights are hereby expressly reserved by each, to
terminate the Participant’s service at any
time for any reason, with or without cause.


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IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and year first indicated
above.




GENTA
      INCORPORATEDSignature:Name:
              W.
      Lloyd SandersTitle:
              Sr.
      Vice President and Chief Operating OfficerPARTICIPANTSignature:Name:Address:


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APPENDIX
A




DEFINITIONS




The
following definitions shall be in effect under the Agreement:




A.           Agreement
shall mean this Restricted Stock Unit Issuance Agreement.




B.           Award
shall mean the award of restricted stock units made to the Participant pursuant
to the terms of the Agreement.




C.           Award
Date shall mean the date the restricted stock units are awarded to the
Participant pursuant to the Agreement and shall be the date indicated in
Paragraph 1 of the Agreement.




D.           Board
shall mean the Company’s Board of Directors.




E.           Change in
Control shall mean the occurrence of any of the following
events:




(a)           any
“person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act
other than (i) the Company or any subsidiary of the Company, (ii) any trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any subsidiary of the Company, or (iii) any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities without the
prior written consent of the Committee or the Board;




(b)           during
any period of twenty-four (24) consecutive months, individuals who at the
effective date of the Plan constitute the Board and any new director whose
election by the Board or nomination for election by the Company shareholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;




(c)           the
shareholders of the Company approve a merger or consolidation of the Company
with any other company (other than a wholly-owned subsidiary of the Company),
other than (i) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) 50% or more of the combined voting power of
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no “person” (as defined in clause (a) above with the exceptions noted
in clause (a)) acquires more than 50% of the combined voting power of the
Company’s then outstanding securities; or


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(d)           the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets (or any transaction having a similar
effect).




F.           Code
shall mean the Internal Revenue Code of 1986, as amended.




G.           Committee
shall mean the committee of the Board acting in its capacity as administrator of
the Plan.




H.           Common
Stock shall mean shares of the Company’s common stock.




I.           
Company
shall mean Genta Incorporated, a Delaware corporation.




J.          
 Eligible
Awards shall mean any options and restricted stock units held by the
Participant that are Eligible Awards under the Equity Award Exchange
Offer.




K.           Equity Award Exchange Offer
shall mean that certain Equity Award Exchange Offer dated August 26,
2009.




L.           Exchange
Act shall mean the Securities Exchange Act of 1934, as
amended.




M.          Fair
Market Value per share of Common Stock on any relevant date shall be the
last sale price per share of Common Stock on date in question, as such price is
reported by the National Association of Securities Dealers.




N.           Plan
shall mean the Company’s 2009 Stock Incentive Plan.




O.           Participant
shall mean the person to whom the Award is made pursuant to the
Agreement.




P.           Withholding
Taxes shall mean the Federal, state and local income and employment taxes
required to be withheld by the Company in connection with the issuance of the
shares of Common Stock under the Award.


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