EXECUTIVE
RETENTION AGREEMENT




This
AGREEMENT is made as of May 14, 2010 (the “Effective Date”), by
and between Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), with its
principal offices located at One Gateway Center, Suite 504, Newton,
Massachusetts 02458, and ___________ (the “Employee”), an
individual residing at _______________.




WITNESSETH




WHEREAS,
the Employee has been employed by the Company since _____ and currently serves
in the capacity of ______________ ;




WHEREAS,
the Employee has performed his or her duties in a capable and efficient manner,
resulting in substantial growth and progress to the Company;




WHEREAS,
the Company desires to retain the services of the Employee; and




WHEREAS,
the Company and the Employee desire to set forth the terms and conditions on
which, from and after the Effective Date, the Employee is willing to continue in
the employ of the Company if the Company will agree to pay to the Employee
certain amounts, in accordance with the provisions and conditions hereinafter
set forth, if the Employee’s service with the Company is terminated by the
Company without Cause (as defined below) or by the Employee with Good Reason (as
defined below) during the eighteen (18) month period following the Effective
Date (the “Term”);




NOW
THEREFORE, in consideration of the mutual covenants contained herein, the
Company and the Employee agree as follows:




1.  Severance




1.1.  Retention
Payment.  On October 1, 2010 (the “Retention Measurement
Date”), if the Employee is actively employed by the Company as of such
date, the Company will pay to the Employee a lump sum retention payment in an
aggregate amount equal to two (2) months’ salary in effect as of the Effective
Date (the “Retention
Payment”).  The Retention Payment shall be payable not later
than the tenth day following the Retention Measurement Date.




1.2.  Severance
Benefit.  Upon termination of the Employee’s employment by the
Company without Cause or by the Employee for Good Reason during the Term and so
long as the Employee is actively employed by the Company at the time of such
termination, the Company will pay to the Employee a lump sum severance payment
in an aggregate amount (the “Severance Amount”)
equal to the sum of (a) six (6) months’ salary in effect at the Effective Date
plus (b) six
(6) months’ payments for the Employee’s continuation of group health and dental
benefits in effect at the time of such termination pursuant to COBRA under the
Company’s health and dental plans; provided, however, that in
the event the Employee shall have received a Retention Payment pursuant to Section 1.1 hereof at
the time of such termination, then the Severance Amount payable to the Employee
pursuant to this Section 1.2 shall be
reduced by an amount equal to the amount of the Retention
Payment.  The Severance Amount shall be payable not later than the
tenth day following such termination upon delivery to the Company of a release
of any and all claims against the Company, its officers, directors,
stockholders, employees and agents in form reasonably satisfactory to the
Company.







1.3.  Unavailability of
Benefit.  Other than benefits payable pursuant to Section 1.1 hereof,
no benefits will be paid under this Agreement (a) if the Employee is employed by
the Company as of the date that is eighteen (18) months after the Effective Date
(the “Termination
Date”) or (b) in the event of termination of the Employee’s employment by
the Company for Cause or by the Employee without Good Reason.




1.4.  Cause.  For purposes
of this Agreement, termination for “Cause” shall mean any
of the following:




(a)  gross
neglect of duties for which employed (other than on account of a
medically determinable disability which renders the Employee incapable of
performing such services);




(b)  use of
alcohol materially interfering with the performance of the Employee’s duties or
use of illegal drugs;




(c)  commission
of any act constituting sexual or any other form of illegal harassment,
discrimination or retaliation;




(d)  commission
of any fraud, misappropriation or embezzlement in the performance of the
Employee’s duties;




(e)  conviction
or guilty or nolo plea of a felony or misdemeanor involving moral turpitude,
dishonesty, theft, unethical or unlawful conduct; or




(f)  willful
action or failure to take action which is materially injurious to the
Company.




1.5.  Good Reason. For purposes of
this Agreement, the term “Good Reason” shall
mean any of the following:




(a)  reduction
of the Employee’s annual base salary; or




(b)  relocation
of the Employee’s principal place of employment to a location beyond 50 miles of
Newton, Massachusetts.




2.  Miscellaneous.




2.1.  Term and
Termination.  The term of this Agreement shall commence on the
Effective Date and shall continue until the earliest to occur of (a) the payment
of all Severance Amounts payable hereunder, (b) the Termination Date, and (c)
termination by the parties’ mutual written agreement.




2.2.  Independence of
Agreement.  The benefits under this Agreement will be
independent of, and in addition to, any other Agreement that may exist from time
to time between the parties hereto, or any other compensation payable by the
Company to the Employee, whether as salary, bonus or otherwise.  This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor will any provision hereof restrict the right of the Company
to discharge the Employee, or restrict the right of the Employee to resign his
or her employment.







2.3.  Definition of “Person”.  For purposes of
this Agreement, the term “Person” shall mean an
individual, a corporation, an association, a partnership, an estate, a trust and
any other entity or organization.




2.4.  Withholding.  All
payments made by the Company under this Agreement shall be net of any tax or
other amounts required to be withheld by the Company under applicable
law.




2.5.  Assignment; Successors and Assigns,
etc.  Neither the Company nor the Employee may make any
assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other party and without such
consent any attempted transfer or assignment shall be null and of no effect;
provided, however, that
the Company may assign its rights under this Agreement without the consent of
the Employee in the event either Company shall hereafter effect a
reorganization, consolidate with or merge into any other Person, or transfer all
or substantially all of its properties or assets to any other
Person.  This Agreement shall inure to the benefit of and be binding
upon the Company and the Employee, and their respective successors, executors,
administrators, heirs and permitted assigns.  In the event of the
Employee’s death prior to the completion by the Company of all payments due him
or her under this Agreement, the Company shall continue such payments to the
Employee’s beneficiary designated in writing to the Company prior to his or her
death (or to his or her estate, if he or she fails to make such
designation).




2.6.  Enforceability.  If
any portion or provision of this Agreement shall to any extent be declared
illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.




2.7.  Waiver.  No waiver
of any provision hereof shall be effective unless made in writing and signed by
the waiving party.  The failure of any party to require the
performance of any term or obligation of this Agreement, or the waiver by any
party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.




2.8.  Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent by
certified mail, postage prepaid, to the Company or the Employee at the
respective address identified above or such other address as either party may
designate in writing by notice to the other.




2.9.  Amendment.  This
Agreement may be amended or modified only by a written instrument signed by the
Employee and by a duly authorized representative of the Company.







2.10.  Counterparts; Facsimile
Signatures.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and in pleading or
proving any provision of this Agreement it shall not be necessary to produce
more than one such counterpart.  A signature sent by telecopy or
facsimile transmission shall be as valid and binding upon a party as an original
signature of such party.




2.11.  Governing Law.  This
is a Massachusetts contract and shall be construed under and be governed in all
respects by the laws of The Commonwealth of Massachusetts.






IN
WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly
authorized officer, and by the Employee, as of the date first above
written.








NOVELOS
      THERAPEUTICS, INC.
              
              
              By:
      ___________________
              Name:
      Harry S. Palmin
              Title: 
      Chief Executive Officer
              
              
              EMPLOYEE:______________________
              Name:
              Title: