EX-10.61



 Exhibit 10.61 
 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE 
 This
Confidential Separation Agreement and General Release (“Agreement” or “Release”) is entered into by and between Gregory A. Deener (“Employee”) and GTx, Inc. (“GTx” or the
“Company”). 
 A. Employee was employed by GTx from February 9, 2004 until June 1, 2011 (date of
“Separation from Service”) at which time his/her employment was terminated due to a reduction in force. 
 B. Though
it has no obligation to do so, GTx desires to provide certain severance benefits to Employee in consideration of a final and complete resolution, with prejudice, of any and all matters between them relating to Employee’s employment with GTx,
the terms and conditions of that employment, and the termination of that employment. 
 NOW, THEREFORE, the Parties, in consideration of
the above and the agreements and covenants herein, agree as follows: 
 1. Payment. As consideration for
Employee’s execution of this Agreement, Employee shall be entitled to receive the severance benefits set forth below (collectively, the “Severance Benefits”): 

1.1 The Company shall pay Employee a gross amount equal to six (6) months of Employee’s base salary in effect
on the date of Separation from Service, less all applicable withholdings and deductions, which amounts to One Hundred Twenty-Eight Thousand Nine Hundred Ninety-Two Dollars and Fifty Cents ($128,992.50) (“Amount”)
gross, less applicable taxes and withholdings required by law. This payment may be paid by check or by direct deposit to Employee’s bank account, payable to “Gregory A. Deener”, within fifteen (15) days after the later of
GTx’s receipt of an executed copy of this Agreement, the return of all Company property and fulfillment of the other prerequisites to payment contained in this Agreement, and the expiration of the revocation period in Section 7.2.

 1.2 The Company will accelerate the vesting of those of Employee’s currently outstanding and unvested
stock options that were granted on January 1, 2010 and January 1, 2011 (the “Options”) and would have otherwise vested under such Option in the ordinary course if Employee had remained in continued service through January 1,
2013, such that each such Option shall be deemed vested and available for exercise as of the date of Separation from Service. 
 1.3 The Company will extend the post-termination exercise period of each of Employee’s currently outstanding and vested stock options, regardless of the grant date, until the earliest to occur of
(1) the 5th year anniversary of Employee’s Separation from Service, (2) the expiration of the original term of the option, (3) the date prior to the date of a “Change in Control”, “Change of Control”,
Corporate Transaction” (as each such term is defined in the applicable stock option plan) or other similar material corporate transaction, and (4) the date on which Employee either (a) is in breach of Employee’s continuing
obligations to the Company (whether under an agreement with the Company or under applicable law) or (b) enters into “Competition” (as defined in the applicable stock plan). All unvested stock options will expire on Employee’s
Separation from Service. 







 1.4 Employee agrees he would not otherwise be entitled to all of the
benefits provided in this Section 1 of this Agreement, and that the payments provided in Section 1.1 of this Agreement shall not commence until the first Company regular pay period after the later of GTx’s receipt of an executed copy
of this Agreement, the return of all Company property and fulfillment of the other prerequisites to payment contained in this Agreement and the expiration of the revocation period in section 7.2 

1.5 The Severance Benefits are conditional upon (a) Employee’s continuing to comply with his obligations under
Employee’s Confidential Agreement and the Agreement on Condition of Employment during the period of time in which he is receiving the Severance Benefits and (b) Employee’s execution of this Confidential Separation Agreement and
General Release as provided herein. 
 1.6 GTx will issue Employee an IRS Form W-2 for the payments contained in
Section 1.1. Employee expressly understands and agrees that (i) GTx shall not be required to make any further payment, for any reason whatsoever, to him/her or on his/her behalf regarding any claim or right whatsoever which might possibly
be asserted by him/her, and (ii) GTx, by entering into this Agreement, in no way admits that it treated him/her unlawfully or unfairly in any way. Employee acknowledges that this Agreement is not an admission of liability or fault by GTx, by
whom liability and fault are expressly denied. 
 2. Release. In consideration of the Severance Benefits in
Section 1 and other good and valuable consideration, the receipt and sufficiency of which Employee hereby acknowledges, Employee releases and forever discharges GTx, its affiliates, and GTx’s and its affiliates’ members, officers,
directors, shareholders, employees, successors, parents, agents, attorneys, insurers and assigns (“Released Parties”), from any and all claims, demands, obligations, or liabilities for injuries, death, losses and damages, whether
personal, property or economic, whether now known or unknown, in any way arising out of or related to his/her employment with GTx, the terms and conditions of that employment, and the termination of employment, from the beginning of time up to and
including the time of the signing this Agreement. 
 Employee represents that he/she has not filed or caused to be filed any
lawsuit, complaint, or charge with respect to any claim this Agreement purports to waive, and he/she promises never to file or prosecute any lawsuit, complaint, claim for damages, or charge based on such claims. This provision will not apply to
non-waivable charges or claims brought before a governmental agency. However, for non-waivable claims, Employee hereby waives any rights to monetary or other recovery (including but not limited to reinstatement) should a governmental agency or other
party pursue claims on his/her behalf, either individually or as part of any class or collective action. Employee understands that the claims he/she is releasing may arise under various laws and under any possible legal, equitable, statutory, common
law, or tort theory, including, but not limited to: 
 2.1 Anti-discrimination statutes, such as the Age
Discrimination in Employment Act (“ADEA”) (which prohibits age discrimination in employment); Title VII of the Civil Rights Act of 1964 (which prohibits discrimination or harassment based on race, color, national origin, religion,
or sex); the Equal Pay Act (which prohibits paying men and women unequal pay for equal work); the Americans With Disabilities Act, and the Rehabilitation Act of 1973 (which 

  
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prohibit discrimination based on disability); 42 USC Section 1981 (which prohibits discrimination based on race); the Tennessee Handicapped Discrimination Act, § 8-50-103, et
seq. (which prohibits discrimination based solely upon any physical, mental or visual handicap of the applicant, or because such person uses a guide dog); the Tennessee Human Rights Act, § 4-21-101, et seq. (which prohibits
discrimination based on race, creed, color, religion, sex, age or national origin); and any other federal, state, or local law prohibiting employment discrimination, harassment, or retaliation of any kind. 

2.2 Other laws, such as the Family and Medical Leave Act of 1993 (“FMLA”), which requires
employers to provide leaves of absence under certain circumstances; the Worker Adjustment and Retraining Notification Act (“WARN”), which requires that advance notice be given of certain work force reductions; the Tennessee Plant
Closings and Reduction in Operations statute; any federal, state, or local laws restricting an employer’s right to terminate employees, or otherwise regulating employment; whistleblowing laws; any federal, state, or local laws enforcing express
or implied employment contracts or requiring employers to deal with employees fairly or in good faith; and any wage payment and collection law. 
 2.3 Tort and contract claims, such as claims for wrongful or constructive discharge, retaliatory discharge, negligence, physical or personal injury, emotional distress, fraud, fraud in the
inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of oral, express or implied contract, breach of covenants of good faith and fair dealing, and similar
or related claims. 
 2.4 Other released claims, include, without limitation, claims: (i) under the
Employee Retirement Income Security Act of 1974; (ii) for compensation, stock options, bonuses, or lost wages; (iii) in any way related to design or administration of any employee benefit program; (iv) for severance or similar
benefits or for post-employment health or group insurance benefits; (v) for fees, costs, or expenses of any attorneys who represent or have represented Employee; or (vi) any other state, federal or local laws relating to employment.

 2.5 Unknown claims: Employee understands that he/she is releasing the Released Parties from claims
that he/she may not know about as of the date hereof and that this is his/her knowing and voluntary intent even though someday he/she might learn that some or all of the facts he/she currently believes to be true are untrue and even though he/she
might then regret having signed this Agreement. Employee is expressly assuming that risk and agrees that this Agreement shall remain effective in all respects in any such case. Employee expressly waives all rights he/she might have under any law
that is intended to protect him/her from waiving unknown claims, and Employee understands the significance of doing so. Employee further acknowledges that future employment losses of other employees of Employer might give rise to a cause of action
to Employee under the WARN Act, but it is the specific intention of Employee to waive and release any such claims as might occur in the future. However, nothing in this Release prevents or waives Employee’s right to challenge the validity of
this Release under the ADEA as amended by the Older Workers Benefit Protection Act or otherwise. 
 3.
Representations/Warranties. Employee represents, warrants, and covenants that he/she: 
  

	(i)	 has not sold, assigned or transferred any claim he/she is purporting to release, nor attempted to do so; 



 

	(ii)	 has the full legal authority to enter into this Agreement for himself/herself and his/her estate and requires no approval of anyone else;



  

	(iii)	 relied on, or had the opportunity to obtain, the advice of attorneys of his/her choice concerning legal and tax consequences;



  

	(iv)	 has completely read this Agreement, and/or had it explained to Employee by his/her attorney, if any; and 



 

	(v)	 fully understands and voluntarily accepts the terms of the Agreement. 



  
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 4. FMLA and FLSA Rights Honored. Employee acknowledges that he/she has
received all of the leave from work for family and/or personal medical reasons and/or other benefits to which he/she believes he/she is entitled under GTx’s policy and FMLA; that Employee has no pending request for FMLA leave; that GTx has not
mistreated Employee in any way because of any illness or injury to Employee or any member of his/her family; and that Employee has received all monetary compensation, including hourly wages, salary and/or overtime compensation, to which he/she
believes he/she is entitled under the Fair Labor Standards Act (“FLSA”). 
 5. ADEA Release Requirements
Satisfied. Employee understands that this Agreement has to meet certain requirements to validly release any ADEA claims Employee might have, and Employee represents and warrants that all such requirements have been satisfied. GTx
hereby advises Employee that before signing this Agreement, he/she may take forty-five (45) days to consider this Agreement. Employee acknowledges that: (i) he/she took advantage of as much of this period to consider this Agreement
as he/she wished before signing; (ii) he/she carefully read this Agreement; (iii) he/she fully understands it; (iv) he/she entered into this Agreement knowingly and voluntarily (free from fraud, duress, coercion, or mistake of fact);
(v) this Agreement is in writing and is understandable; (vi) in this Agreement, he/she waives current ADEA claims; (vii) he/she has not waived future ADEA claims that may arise after the date of execution of this Agreement;
(viii) he/she is receiving valuable consideration in exchange for execution of this Agreement that he/she would not otherwise be entitled to receive; (ix) GTx hereby advises Employee in writing to discuss this Agreement with his/her
attorney (at his/her own expense) prior to execution, and he/she has done so to the extent he/she deemed appropriate; and (x) he/she received with this Agreement, GTx’s Notice Concerning Reduction In Force. 

6. Agreement on Condition of Employment, and Confidentiality Agreement. 

6.1 Agreement on Condition of Employment: Employee agrees that the Agreement on Condition of Employment which
Employee signed on January 22, 2004 shall survive this Agreement and shall remain in full force and effect. Employee reconfirms, acknowledges and ratifies all obligations he/she has to GTx, including those set forth in the “Agreement
on Condition of Employment.” 
 6.2 Confidentiality Agreement: Employee agrees that the
Confidentiality Agreement which Employee signed on January 22, 2004 as a prospective employee shall survive this Agreement and shall remain in full force and effect. Employee reconfirms, acknowledges and ratifies all obligations he/she has to
GTx, including those set forth in the “Confidentiality Agreement.” 
 6.3 Return:
Except for such equipment as GTx shall have agreed in writing with Employee that Employee shall not be required to return to GTx, Employee represents that with this Agreement, he/she has returned all GTx property in his/her possession without
exception and in whatsoever form including without limitation Information, Proprietary Information and Items, all property, things, documents, lab notebooks, reports, results, any and all documents with GTx information, records, emails, documents in
electronic form, keys, pass cards, passwords, credit cards, computers, cell phones, handheld devices, disks, and other media of any kind relating to GTx and/or its customers, prospects and/or vendors, and any copies, in whole or part, whether or not
prepared by him/her, all of which are the sole and exclusive property of GTx. 

  
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 6.4 Release Confidentiality: Employee shall not disclose the terms of
this Agreement, GTx’s Notice Concerning Reduction in Force, or Amount to anyone other than his/her spouse and his/her legal or financial advisors and, even then, only if they agree to maintain the confidentiality thereof. Such person’s
disclosure of such information to any third party is a violation of this Agreement by Employee. This section does not prohibit disclosure of the terms of this Agreement or the Amount to the extent necessary to enforce this Agreement or to the extent
otherwise legally required. 
 7. Review & Revocation. 

7.1 Review: Before executing this Agreement, Employee may take 45 days to consider this
Agreement. Employee acknowledges and agrees that his/her waiver of rights under this Agreement is knowing and voluntary and complies in full with all criteria of the regulations promulgated under the Age Discrimination in Employment Act, the
Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, and any and all federal, state and local laws, regulations, and orders. GTx hereby advises Employee in writing to consult with an attorney prior to executing this
Agreement. In the event that Employee executes this Agreement prior to the expiration of the 45-day period, he/she acknowledges that his/her execution was knowing and voluntary and not induced in any way by GTx or any other person.

 7.2 Revocation: For a period of 7 days following his/her execution of this
Agreement, Employee may revoke this Release. If he/she wishes to revoke this Release, he/she must revoke in writing delivered by hand or confirmed facsimile prior to the end of the 7th day of the revocation period to Debbie Ellis, HR Director, 175 Toyota Plaza, Suite 700, Memphis, Tennessee 38103
(901) 844-8076 (fax), or the revocation will not be effective. If Employee timely revokes this Agreement, all provisions hereof will be null and void, including the payment in Section 1 above. If Employee does not advise
Debbie Ellis in writing that he/she revokes this Release within 7 days of his/her execution of it, this Release shall be forever enforceable. The 8th day following Employee’s execution of this Agreement shall be the Effective Date of this Release. This
Agreement is not effective or enforceable until the revocation period has expired. 
 8. Governing Law.
Except to the extent governed by federal law, this Agreement shall be governed by the laws of and deemed to have been executed in the State of Tennessee, without reference to conflict of law principles. This Agreement shall be deemed to be that
negotiated and approved by both Parties and no rule of strict construction shall be applied against either party. 
 9.
Entire Agreement/Severability. This Agreement contains the entire agreement of and supersedes all prior discussions, negotiations, or agreements between the Parties. The Parties have not relied on any promise, representation, or
warranty not expressly set forth herein. In the event that any word, phrase, sentence or provision violates any applicable statute, ordinance, or rule of law in any applicable jurisdiction, such provision shall be ineffective to the extent of such
violation without invalidating any other provisions herein. The Parties agree that each term of this Agreement is contractual and not merely a recital. 

  
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 10. Successors: Employee agrees that this Agreement binds all of his/her
heirs, administrators, representatives, executors, successors, attorneys and assigns, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns. 

11. Waiver: The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. 

12. Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original when signed
and shall constitute the same instrument. The Parties agree that signatures that are faxed, or scanned or sent by electronic mail, shall be considered original signatures for purposes of executing this Agreement. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

  
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 Employee acknowledges that he/she carefully read this Agreement, he/she understands
completely its contents, he/she understands the significance and consequences of signing it, and he/she intends to be legally bound by its terms. Employee acknowledges that he/she was given forty-five (45) days to consider executing this
Agreement and that he/she has been advised in writing to review this Agreement with legal counsel prior to signing it. Employee certifies that he/she has agreed to and signed this Agreement voluntarily and as his/her own free will, act, and deed,
and for full and sufficient consideration. 
 IN WITNESS WHEREOF, each of the Parties have executed on the dates set forth below. 

 

							
	Dated: June 27, 2011	 		 		 	/s/ Gregory A. Deener        
		 		 		 	Gregory A. Deener
				
	Dated: June 1, 2011	 		 		 	GTx, INC.
				
		 		 		 	/s/ Henry P. Doggrell
		 		 		 	Henry Doggrell, VP, General Counsel


  
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