Exhibit
      10.1

    


    Form
      of
      Restricted Stock Agreement

    


    ZIOPHARM
      Oncology, Inc.

    Restricted
      Stock Agreement

    


     

    This
      Restricted Stock Agreement (this
      “Agreement”)
      made
      effective as of _____________, 200__, is by and between ZIOPHARM Oncology,
      Inc.,
      a Delaware corporation (the “Company”),
      and
      _________________________ (the “Employee”).

     

    Background

     

    


    A. Employee
      has been hired to serve as an employee of the Company or the Company desires
      to
      induce Employee to continue to serve the Company as an employee.

    


    B. The
      Company has adopted the 2003 Stock Option Plan (the “Plan”)
      pursuant to which shares of common stock of the Company have been reserved
      for
      issuance under the Plan.

    


    Now,
      Therefore,
      the
      parties hereto agree as follows:

    


    1. Grant
      of Stock.
      Subject
      to the terms and provisions of this Agreement and the Plan, the Company hereby
      grants to Employee ______________________ (_______) shares of the Company’s
      common stock (such shares are referred to hereinafter as the “Shares”).
      Upon
      the execution of this Agreement, the Shares shall be registered on the books
      of
      the Company, and the Company shall cause the transfer agent and registrar of
      its
      common stock to issue a certificate in Employee’s name evidencing the Shares
      (the “Stock
      Certificate”).
      Employee shall immediately thereafter deposit with the Company, together with
      a
      stock power endorsed in blank by Employee, the Stock Certificate to be held
      by
      the Company until such time as the restrictions set forth herein and under
      the
      Plan have lapsed pursuant to paragraph 4 of this Agreement. The Stock
      Certificate shall bear a legend in substantially the following
      form:

     

    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions (including conditions of
      forfeiture) contained in the 2003 Stock Option Plan of ZIOPHARM Oncology, Inc.
      (the “Company”), and an agreement entered into between the registered owner and
      the Company. A copy of the 2003 Stock Option Plan and the agreement is on file
      in the office of the secretary of the Company.

    


    2. Rights
      of Employee.
      Upon
      the execution of this Agreement and issuance of the Shares, Employee shall
      become a stockholder with respect to the Shares and shall have all of the rights
      of a stockholder with respect to the Shares, including the right to vote the
      Shares and to receive all dividends and other distributions paid with respect
      to
      the Shares; provided,
      however,
      that
      the Shares shall be subject to the restrictions set forth in paragraph 3 of
      this
      Agreement.

     

    Notwithstanding
      the preceding paragraph, the Company’s compensation committee may, in its
      discretion, instruct the Company to withhold any stock dividends or stock splits
      issued on or with respect to Shares that are subject to the restrictions
      provided for in paragraph 3 of this Agreement, which stock dividends or splits
      shall also be subject to the restrictions provided for in paragraph 3 of this
      Agreement. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    3. Restrictions.
      Employee agrees that, in addition to the restrictions set forth in the Plan,
      at
      all times prior to the vesting of the Shares as contemplated by paragraph 4
      hereof:

     

    (a) Employee
      shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares;
      and

     

    (b) In
      the
      event of termination of Employee’s employment with the Corporation (for any
      reason or no reason, and regardless of whether such termination is voluntary
      or
      involuntary on the part of Employee), then, subject to paragraph 4 hereof,
      Employee shall, for no consideration, forfeit and transfer to the Company all
      of
      the Shares that remain subject to the restrictions set forth in this paragraph
      3. 

     

    4. Lapse
      of Restrictions.
      The
      restrictions set forth in paragraph 3 shall lapse in their entirety on December
      1, 2008. Upon request of Employee at any time after the date that the
      restrictions set forth in paragraph 3 of this Agreement have lapsed and the
      Shares have become vested, free and clear of all restrictions, except as
      provided in the Plan, the Company shall remove any restrictive notations placed
      on the books of the Company and the Stock Certificate in connection with such
      restrictions.

     

    5. Copy
      of the Plan.
      By the
      execution of this Agreement, Employee acknowledges receipt of a copy of the
      Plan, the terms of which are hereby incorporated herein by reference and made
      a
      part hereof by reference as if set forth in full.

     

    6. Continuation
      of Employment.
      Nothing
      contained in this Agreement shall be deemed to grant Employee any right to
      continue in the employ of the Company for any period of time or to any right
      to
      continue his or her present or any other rate of compensation, nor shall this
      Agreement be construed as giving Employee, Employee’s beneficiaries or any other
      person any equity or interests of any kind in the assets of the Company or
      creating a trust of any kind or a fiduciary relationship of any kind between
      the
      Company and any such person.

    


    7. Withholding
      of Tax.
      To the
      extent that the receipt of the Shares or the lapse of any restrictions thereon
      results in income to Employee for federal or state income tax purposes, Employee
      shall deliver to the Company at the time of such receipt or lapse, as the case
      may be, such amount of money as the Company may require to meet its withholding
      obligation under applicable tax laws or regulations, and, if Employee fails
      to
      do so, the Company is authorized to withhold from any cash or stock remuneration
      then or thereafter payable to Employee any tax required to be withheld by reason
      of such resulting compensation income.

     

    8.
       Section
      83(b) Election.
      Employee understands that Employee shall be responsible for his own federal,
      state, local or foreign tax liability and any of his other tax consequences
      that
      may arise as a result of transactions in the Shares. Employee shall rely solely
      on the determinations of Employee’s tax advisors or Employee’s own
      determinations, and not on any statements or representations by the Company
      or
      any of its agents, with regard to all such tax matters. Employee understands
      that Section 83 of the Internal Revenue Code of 1986, as amended, (the
“Code”)
      taxes
      as ordinary income the difference between the amount paid for the Shares and
      the
      fair market value of the Shares as of the date any restrictions on the Shares
      lapse. Employee understands that Employee may elect to be taxed at the time
      the
      Shares are received rather than when and as the restrictions on the Shares
      lapse
      or expire by filing an election under Section 83(b) of the Code with the
      Internal Revenue Service within 30 days from the date of the acquisition. In
      the
      event Employee files an election under Section 83(b) of the Code, such election
      shall contain all information required under the applicable treasury
      regulation(s) and Employee shall deliver a copy of such election to the Company
      contemporaneously with filing such election with the Internal Revenue Service.
      CONSULTANT ACKNOWLEDGES THAT IT IS CONSULTANT’S SOLE RESPONSIBILITY AND NOT THE
      COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF
      CONSULTANT REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING
      ON
      CONSULTANT’S BEHALF.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    9. General.
      

    


    (a) This
      Agreement may be amended only by a written agreement executed by the Company
      and
      Consultant.

     

    (b) This
      Agreement and the Plan embody the entire agreement made between the parties
      hereto with respect to matters covered herein and shall not be modified except
      in accordance with paragraph 9 of this Agreement.

     

    (c) Nothing
      herein expressed or implied is intended or shall be construed as conferring
      upon
      or giving to any person, firm, or corporation other than the parties hereto,
      any
      rights or benefits under or by reason of this Agreement.

    


    (c) Each
      party hereto agrees to execute such further documents as may be necessary or
      desirable to effect the purposes of this Agreement.

    


    (d) This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      agreement.

    


    (e) This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of New York applicable to contracts executed and to be performed
      therein.

    


     

    In
      Witness Whereof,
      the
      parties have executed this Restricted Stock Agreement to be effective as of
      the
      date first set forth above.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

    


    
      	 	
              EMPLOYEE:

               

               

              _______________________________________

              Name:

            
	 	
              ZIOPHARM
                Oncology, Inc.:

               

               

              _______________________________________

              By: