Exhibit
10.1


VION PHARMACEUTICALS, INC.

2005 STOCK
INCENTIVE PLAN

RESTRICTED STOCK
AGREEMENT


AGREEMENT, made as of the    day of
     , 20 , by and between
Vion Pharmaceuticals, Inc., a Delaware corporation (the
‘‘Company’’), and
        (the
‘‘Participant’’).


WI T N E S SE T H:


WHEREAS, pursuant to the
Vion Pharmaceuticals, Inc. 2005 Stock Incentive Plan (the
‘‘Plan’’), the Company desires to grant to
the Participant, and the Participant desires to accept, an award of
Restricted Stock on the terms and conditions set forth in this
Agreement and the Plan.

NOW, THEREFORE, the parties hereto agree
as follows:

1. Grant of Restricted Stock. In
consideration of future services to the Company, the Company hereby
grants to the Participant      shares of
the Company’s common stock, $0.01 par value per share (the
‘‘Common Stock’’), subject to the transfer
restrictions and risk of forfeiture contained herein (collectively, the
‘‘restrictions’’) and upon the other terms
and conditions set forth in this Agreement and the Plan. During the
period which the shares of Common Stock are subject to the
restrictions, such shares shall be referred to as
‘‘Restricted
Stock.’’

2. Transfer Restrictions.
The Restricted Stock may not be sold, assigned, transferred, disposed
of, pledged or otherwise hypothecated by the Participant (collectively,
the ‘‘transfer restrictions’’) without the
consent of the Committee (as defined in the Plan) and subject to such
conditions as may be imposed by the Committee in accordance with the
Plan. Any attempted sale, assignment, transfer, disposition, pledge or
hypothecation of shares of Restricted Stock shall be void and of no
effect and the Company shall have the right to disregard the same on
its books and records and issue ‘‘stop
transfer’’ instructions to its transfer
agent.

3. Risk of Forfeiture. Subject to Section
4 below, if the Participant’s employment or other service with
the Company is terminated for any reason (or no reason), all shares of
Restricted Stock shall be immediately forfeited to the Company. If the
shares of Restricted Stock are forfeited, the Participant shall assign,
transfer, and deliver any evidence of the shares of Restricted Stock to
the Company and cooperate with the Company to reflect such
forfeiture.

4. Lapse of Restrictions. The
restrictions to which the shares of Restricted Stock are subject shall
lapse, and the shares of Restricted Stock shall fully vest (and cease
to be Restricted Stock hereunder), upon the earliest of: (a)
December  31,  2008, (b) the achievement of the Objective
(as defined in Schedule A attached hereto) or (c) the
occurrence of a Change in Control (as defined in the Plan); provided,
that, the Participant remains in continuous employment or other service
with the Company through the applicable vesting
date.

5. Rights as a Stockholder. All voting
rights with respect to the Restricted Stock shall be exercisable by the
Participant, notwithstanding the restrictions imposed on the Restricted
Stock herein. Any cash dividends paid on the Restricted Stock shall be
remitted to the Participant no later than the end of the calendar year
in which the dividends are paid to the stockholder. Shares of Common
Stock distributed in connection with a stock split or stock dividend,
and other property distributed as a dividend, with respect to the
Restricted Stock shall be subject to the restrictions contained herein
to the same extent as the Restricted Stock.

6. Stock
Certificates. Unless the Committee elects otherwise, the shares of
Restricted Stock shall be evidenced by book entries on the
Company’s stock transfer records pending the lapse of the
restrictions thereon, subject to such stop-transfer orders and other
terms deemed appropriate by the Committee to reflect the restrictions
applicable to such award. Notwithstanding the foregoing, if any
certificate is issued in respect of shares of Restricted Stock, such
certificate shall be registered in the 









name of the Participant and shall bear an
appropriate legend referring to restrictions applicable to such award.
If a certificate is issued with respect to the Restricted Stock, the
Committee may require that the certificate evidencing such shares be
held in custody by the Company until the restrictions thereon shall
have lapsed. Upon the lapse of the restrictions, the Company shall
instruct the transfer agent to release the shares from the restrictions
applicable to such award, subject to the terms of the Plan and
applicable law or, in the event that a certificate has been issued,
redeliver to the Participant (or his legal representative, beneficiary
or heir) share certificates for the shares deposited with it without
any legend except as otherwise provided by the Plan, this Agreement or
applicable law. The Participant shall execute and deliver to the
Company a duly signed stock power, endorsed in blank, covering the
shares of Restricted Stock in the form attached hereto as Exhibit A
simultaneous with execution of this Agreement.

7. No
Employment Rights. Nothing contained in the Plan or this Agreement
shall confer upon the Participant any right with respect to the
continuation of his employment or other service with the Company or
interfere in any way with the right of the Company at any time to
terminate such relationship.

8. Provisions of the Plan
Control. The provisions of the Plan, the terms of which are
incorporated in this Agreement, shall govern if and to the extent that
there are inconsistencies between those provisions and the provisions
hereof. The Participant acknowledges receipt of a copy of the Plan
prior to the execution of this Agreement.

9. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to
its principles of conflict of
laws.

10. Miscellaneous. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Agreement
constitutes the entire agreement between the parties with respect to
the subject matter hereof and may not be modified other than by written
instrument executed by the parties.

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IN WITNESS WHEREOF, this Agreement has been
executed as of the date first above written.


		VION
PHARMACEUTICALS,
INC.





		By:





	
			
	



		Name:
Title:





	
			
	


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SCHEDULE A

The
Objective

The approval of an NDA to market
Cloretazine

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EXHIBIT A

Stock
Power

STOCK POWER AND ASSIGNMENT
SEPARATE FROM
CERTIFICATE

FOR VALUE RECEIVED and pursuant to that
certain Restricted Stock Agreement dated as of the    day
of       200 , the undersigns
hereby sells, assigns and transfers unto
                  
           
shares of Common Stock of Vion Pharmaceuticals, Inc., a Delaware
corporation, standing in the undersigned’s name on the books of
said corporation represented by Certificate No.
     delivered herewith, and does hereby
irrevocably constitute and appoint
          
as attorney-in-fact, with full power of substitution, to transfer said
stock on the books of said
corporation.

Dated:__________

Signature:__________________

Printed
Name:______________________

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