Exhibit 4.02


 





GENSPERA. INC.


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


Name of Optionee: [*]


 


No. of Option Shares: [*]


 


Option Exercise Price per Share: [*]


 


Grant Date: [*]


 


Expiration Date: [*]


 


GenSpera, Inc., (the
“Company”) hereby grants to the Optionee named above a non-qualified option (the “Stock Option”)
to purchase on or prior to the Expiration Date specified above, subject to the restrictions contained in Section 4, all or part
of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified
above at the Option Exercise Price per Share. This Stock Option is granted to Optionee in connection with his or her entry into
employment with the Company and is an inducement material to the Optionee’s entry into employment within the meaning of Rule
5635(c)(4) of the NASDAQ Listing Rules.


 


1.           Applicable
Equity Plan. This Stock Option is being awarded under the Company’s Inducement Award Stock Option Plan (the “Plan”).
Notwithstanding the foregoing and anything in this Agreement to the contrary, this Stock Option shall be subject to and governed
by the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan.
Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified in this
Agreement.


 


2.           Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable according to the
vesting schedule below or in accordance with Section 4. Except as set forth in Section 4, and subject to the discretion
of the Administrator to accelerate the exercisability schedule, this Stock Option shall become exercisable as follows:


 


[*].


 


Once exercisable, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions
hereof and of the Plan.





 


3.           Manner of Exercise.


 


(a) The Optionee
may exercise this Stock Option from time to time on or prior to the Expiration Date of this Stock Option by giving written notice
to the Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This
notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase
price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then
subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase
price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe
as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments
will be received subject to collection.


 






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The transfer to the
Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s
receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any
other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by
the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock
to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will
be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of
the Stock Option shall be net of the shares attested to.


 


(b) The shares of
Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations
in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to
such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 





(c) The minimum number
of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares
with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.


 


(d) Notwithstanding any other provision
of this Agreement or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date of this Agreement.


 


4.           Termination of Employment.


 


(a) Termination
Due to Death. If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock
Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee’s legal representative
or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier.


 


(b) Termination
Due to Disability. If the Optionee’s employment terminates by reason of the Optionee’s Disability (as defined by
the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter
be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier.


 






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(c) Termination
for Cause. If the Optionee’s employment terminates for Cause, any portion of this Stock Option outstanding on such date
shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean, unless
otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the
Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and
the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving
moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.


 


(d) Other Termination.
If the Optionee’s employment terminates for any reason other than in the circumstances set forth above, and unless otherwise
determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable
on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier.
Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further
force or effect. The Administrator’s determination of the reason for termination of the Optionee’s employment shall
be conclusive and binding on the Optionee and his or her representatives or legatees.


 


5.           Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.





 


6.           Tax Withholding.
The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for Federal income
tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the
minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued
to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


7.            No Obligation
to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement
to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the
Company or any Subsidiary to terminate the employment of the Optionee at any time.


 


8.           Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


 


	GENSPERA, INC.	 
	 	 	 
	By:	
 	 
	 	[*]	 


The foregoing Agreement is hereby accepted and the terms and
conditions thereof hereby agreed to by the undersigned.


 


 


 





 






[Optionee] 


 








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