KERYX BIOPHARMACEUTICALS,
INC.


SECOND AMENDED AND RESTATED DIRECTORS
EQUITY COMPENSATION PLAN


























KERYX BIOPHARMACEUTICALS,
INC.


SECOND AMENDED AND RESTATED DIRECTORS
EQUITY COMPENSATION PLAN








ARTICLE 1


PURPOSE







1.1.           PURPOSE.The purpose of the Keryx
Biopharmaceuticals, Inc. Second Amended and Restated Directors Equity
Compensation Plan is to attract, retain and compensate highly-qualified
individuals who are not employees of Keryx Biopharmaceuticals, Inc. or any of
its subsidiaries or affiliates for service as members of the Board by providing
them with an opportunity to participate in the Company’s future growth through
the granting of stock-based incentive awards.  The Company intends
that the Plan will benefit the Company and its stockholders by allowing
Non-Employee Directors to have a personal financial stake in the Company through
an ownership interest in the Common Stock and will closely associate the
interests of Non-Employee Directors with that of the Company’s
stockholders.





1.2.           ELIGIBILITY.  All active Non-Employee
Directors shall automatically be participants in the Plan.








ARTICLE 2


DEFINITIONS





2.1.           DEFINITIONS.Capitalized terms used herein and not
otherwise defined shall have the meanings given such terms in the LTIP.Unless the context clearly indicates
otherwise, the following terms shall have the following
meanings:





(a)           “Award” means any Option or Restricted
Stock Award granted to a Non-Employee Director under Article 5 of the
Plan.





(b)           “Award Certificate” means a written
document, in such form as the Board prescribes from time to time, setting forth
the terms and conditions of the Award.





(c)           “Board” means the Board of Directors of
the Company.





(d)           “Code” means the Internal Revenue Code
of 1986, as amended from time to time.





(e)           “Company” means Keryx
Biopharmaceuticals, Inc., a Delaware corporation.





(f)           “Common Stock” means the common stock,
$0.001 par value, of the Company.





(g)           “Disability” has the same meaning as
provided in the long-term disability plan or policy maintained by the Company or
if applicable, most recently maintained, by the Company, whether or not such
Grantee actually receives disability benefits under such plan or policy. If no
long-term disability plan or policy was ever maintained on behalf of Grantee,
Disability means Permanent and Total Disability as defined in Section 22(e)(3)
of the Code. In the event of a dispute, the determination whether a Grantee is
Disabled will be made by the Board and may be supported by the advice of a
physician competent in the area to which such Disability
relates.










(h)           “Grantee” means a Non-Employee Director
of the Company to whom an Award has been granted under Article
5.





(i)           “LTIP” means the Keryx
Biopharmaceuticals, Inc. 2007 Incentive Plan, or any subsequent equity
compensation plan approved by the Board and designated as the LTIP for purposes
of this Plan.





(j)           “Non-Employee Director” means a director
of the Company who is not an employee of the Company or any of its Subsidiaries
or Affiliates.





(k)           “Option” means an option to purchase
Common Stock granted under Article 5 of the Plan.  Options granted
under the Plan are not incentive stock options within the meaning of Section 422
of the Code.





(l)           “Plan” means the Keryx
Biopharmaceuticals, Inc. Second Amended and Restated Directors Equity
Compensation Plan, as amended from time to time.





(m)           “Restricted Stock” means Common Stock
granted under Article 5 of the Plan that is subject to certain restrictions and
to risk of forfeiture.





(n)           “Retirement” means retirement as a
director of the Company in accordance with normal Company
policies.





ARTICLE 3


ADMINISTRATION





3.1.           ADMINISTRATION.The Plan shall be administered by the
Board.  Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make all other determinations necessary
or advisable for the administration of the Plan.  The Board’s
interpretation of the Plan, and all actions taken and determinations made by the
Board pursuant to the powers vested in it hereunder, shall be conclusive and
binding upon all parties concerned including the Company, its stockholders and
persons granted awards under the Plan.  Notwithstanding the above, the
selection of the directors to whom Awards are to be granted, the timing of such
grants, the number of shares subject to such grant, the exercise price of any
Option, the periods during which any Option may be exercised or any Restricted
Stock vests, and the term of any Award shall be as hereinafter provided, and the
Board shall have no discretion as to such matters.  The Board may
appoint a plan administrator to carry out the ministerial functions of the Plan,
but the administrator shall have no other authority or powers of the
Board.





3.2.           RELIANCE.  In administering the Plan,
the Board may rely upon any information furnished by the Company, its public
accountants and other experts.  No individual will have personal
liability by reason of anything done or omitted to be done by the Company or the
Board in connection with the Plan.





3.3.           INDEMNIFICATION.  Each person who is or has
been a member of the Board or who otherwise participates in the administration
or operation of the Plan shall be indemnified by the Company against, and held
harmless from, any loss, cost, liability or expense that may be imposed upon or
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding in which such person may be involved by reason of any action
taken or failure to act under the Plan and shall be fully reimbursed by the
Company for any and all amounts paid by such person in satisfaction of judgment
against him or her in any such action, suit or proceeding, provided he or she
will give the Company an opportunity, by written notice to the Board, to defend
the same at the Company’s own expense before he or she undertakes to defend it
on his or her own behalf.  This right of indemnification shall not be
exclusive of any other rights of indemnification.




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ARTICLE 4


SHARES





4.1.           SOURCE OF
SHARES FOR THE PLAN.The Awards and shares of Common Stock
that may be issued pursuant to the Plan shall be issued under the LTIP, subject
to all of the terms and conditions of the LTIP.  The terms contained
in the LTIP are incorporated into and made a part of this Plan with respect to
Awards granted pursuant hereto and any such Awards shall be governed by and
construed in accordance with the LTIP.  In the event of any actual or
alleged conflict between the provisions of the LTIP and the provisions of this
Plan, the provisions of the LTIP shall be controlling and
determinative.  This Plan does not constitute a separate source of
shares for the grant of the Awards provided herein.





ARTICLE 5


EQUITY AWARDS








5.1           INITIAL
OPTIONAWARD.  Subject to share
availability under the LTIP, on the first date a Non-Employee Director is
initially elected or appointed to the Board, he or she shall receive an Option
to purchase 50,000 shares of Common Stock.  Such Option shall vest and
become exercisable as to one-third of the Option on each of the first three
anniversaries of the date of grant of the Option. Such Option shall be subject
to the terms and restrictions described below in this Article
5.





5.2           ANNUAL
OPTIONAWARD.Effective as of the 2010 annual meeting
and subject to share
availability under the LTIP, on the day following each annual meeting of the
Company’s stockholders, each Non-Employee Director serving as such on that date
(other than a director who first became a Non-Employee Director at the
stockholders meeting held on the previous day) shall be granted an Option to
purchase25,000 shares of Common
Stock.  Such Option shall vest and become exercisable as to one-third
of the Option on each of the first three anniversaries of the date of grant of
the Option.  Such Option shall be subject to the terms and
restrictions described below in this Article 5, and shall be in addition to any
otherwise applicable annual grant of Restricted Stock granted to such
Non-Employee Director under Section 5.3.





5.3           ANNUAL
RESTRICTED STOCKAWARD.Effective as of the 2010 annual meeting
and subject to share
availability under the LTIP, on the day following each annual meeting of the
Company’s stockholders, each Non-Employee Director serving as such on that date
(other than a director who first became a Non-Employee Director at the
stockholders meeting held on the previous day) shall be granted 15,000 shares of
Restricted Stock.  Such Restricted Stock shall vest and become
non-forfeitable as to one-third of the shares on each of the first three
anniversaries of the date of grant of the Restricted Stock.  Such
Restricted Stock shall be subject to the terms and restrictions described below
in this Article 5, and shall be in addition to any otherwise applicable annual
grant of Options granted to such Non-Employee Director under Section
5.2.




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5.4           TERMS AND
CONDITIONS OF AWARDS.  Awards granted under this
Article 5 shall be subject to the terms and conditions described below and in
the LTIP.





(a)           Vesting.  Each Award granted under
this Plan shall vest as provided in Sections 5.1, 5.2 and 5.3 above,
respectively; provided, however, that each Award shall become fully vested upon
the occurrence of a Change of Control.





(b)           Exercise Price of
Options. The exercise price per Share under an Option shall be equal to
Fair Market Value of the underlying Common Stock on the date of
grant.





(c)           Effect of
Termination of Directorship.





(i)           Options.  Upon termination of aGrantee’smembership on the Board for any reason
other than for cause (including without limitation, by reason of death,
Disability, Retirement or failure to be re-nominated or re-elected as a
director), (i) the Grantee’s Options, to the extent they were exercisable on the
date of termination, shall remain exercisable until the first anniversary of the
Grantee’s termination as a director, and (ii) the Grantee’s Options that were
not exercisable on the date of termination shall expire upon the date of such
termination.  In the event of the death of a Grantee, the Grantee’s
personal representatives, heirs or legatees may exercise the Options held by the
Grantee on the date of death, upon proof satisfactory to the Company of their
authority.  Such exercise otherwise shall be subject to the terms and
conditions of the Plan.  If a Grantee’s membership on the Board is
terminated for cause, all of such Grantee’s Options, whether vested or unvested,
shall expire upon the date of such termination.





(ii)           Restricted
Stock. Upon termination of
a Grantee’s membership on the Board for any reason (including without
limitation, by reason of death, Disability, Retirement or failure to be
re-nominated or re-elected as a director), the Grantee shall forfeit all of his
or her right, title and interest in and to any unvested shares of Restricted
Stock as of the date of such termination from the Board and such Restricted
Stock shall be reconveyed to the Company without further consideration or any
act or action by the Grantee.





(d)           Transferability
of Awards.  No
right or interest of a Grantee in any Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or an affiliate,
or shall be subject to any lien, obligation, or liability of such Grantee to any
other party other than the Company, an affiliate, or a member of the Grantee’s
immediate family, a trust for the benefit of the Grantee or such family members,
or a partnership or other entities in which the Grantee and such family members
are the only partners, stockholders, or owners (each a “Permitted Transferee”).
Unless otherwise specifically provided in an Award Certificate, no Award shall
be assignable or transferable by a Grantee other than (a) by will or the laws of
descent and distribution, or (b) pursuant to a domestic relations order that
would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an
Award under the Plan, or (c) except in the case of an Award for which such
transferability would result in accelerated taxation, to a Permitted
Transferee.





(e)           Rights as
Stockholder.  No
Option gives a Grantee any of the rights of a stockholder of the Company unless
and until shares of Common Stock are in fact issued to such person in connection
with such Option. The Grantee shall have all of the rights of a stockholder with
respect to the Restricted Stock.




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(f)           No Awards
after Ten Years.  No Award shall be granted
except within a period of ten (10) years after the effective date of the
Plan.





(g)           Award
Certificates.  All Awards shall be
evidenced by a written Award Certificate between the Company and the
Non-Employee Director, which shall include such provisions, not inconsistent
with the Plan or the LTIP, as may be specified by the Board.





5.5           ADJUSTMENTS.The adjustment provisions of
the LTIP shall apply with respect to Awards granted pursuant to this
Plan.  Without limiting the foregoing, in the event of a subdivision
of the outstanding Common Stock (stock-split), a declaration of a dividend
payable in shares of Common Stock, or a combination or consolidation of the
outstanding Common Stock into a lesser number of shares of Common Stock, the
number of Awards to be granted to Grantees in accordance with Article 5 hereof
shall be adjusted proportionately and the shares of Common Stock then subject to
each Award shall automatically be adjusted proportionately without any change in
the aggregate purchase price therefore.





ARTICLE 6


AMENDMENT, MODIFICATION AND
TERMINATION





6.1.           AMENDMENT,
MODIFICATION AND TERMINATION.  The Board may, at any time
and from time to time, amend, modify or terminate the Plan without stockholder
approval; provided, however, that if an amendment to the Plan would, in the
reasonable opinion of the Board, require stockholder approval under applicable
laws, policies or regulations or the applicable listing or other requirements of
a securities exchange on which the Common Stock is listed or traded, then such
amendment shall be subject to stockholder approval; and provided further, that
the Board may condition any other amendment or modification on the approval of
stockholders of the Company for any reason.





ARTICLE 7


GENERAL PROVISIONS





7.1.           EXPENSES OF
THE PLAN.The expenses of
administering the Plan shall be borne by the Company.





7.2.           EFFECTIVE
DATE AND DURATION OF THE PLAN.  The Plan shall be effective
as of the date it is approved by the Board.  The Plan shall remain in
effect until terminated by the Board.The Plan was originally
adopted by the Board on March 7, 2005.  The first amended and restated
Plan was adopted by the Board on September 19, 2006, and subsequently amended on
September 20, 2007.  The Second Amended and Restated Plan was adopted
by the Board of Directors on June 15, 2010.




KERYX
      BIOPHARMACEUTICALS, INC.By:
              /s/ Ron
      Bentsur




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