Unassociated Document


    GENSPERA

    [2007 EQUITY COMPENSATION
PLAN]

    [2009 EXECUTIVE COMPENSATION
PLAN]

    STOCK
OPTION AGREEMENT

     

    Unless
otherwise defined herein, the terms defined in the GenSpera, Inc. (“Company”)
[2007 Equity Compensation
Plan/2009 Executive Compensation Plan], as amended (“Plan”) shall have
the same defined meanings in this Stock Option Agreement.

    


    


    I.    NOTICE OF STOCK OPTION
GRANT

     

    [Optionee’s
Name and Address]

     

    You have
been granted an option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Option Agreement, as
follows:

     

    
      	 
      	 
      	 
      
	
              Grant
      Number

            	
                

            	
               

            
	 
      	 
      
	
              Date
      of Grant

            	
                

            	
               

            
	 
      	 
      
	
              Vesting Commencement Date

            	
                

            	
               

            
	 
      	 
      
	
              Exercise
      Price per Share

            	
                

            	
               

            
	 
      	 
      
	
              Total Number of Shares Granted

            	
                

            	
               

            
	 
      	 
      
	
              Total
      Exercise Price

            	
                

            	
               

            
	 
      	 
      
	
              Type
      of Option:

            	
                

            	
                       Incentive Stock Option

            
	 
      	 
      
	 
      	
                

            	
                      
      Nonstatutory Stock Option

            
	 
      	 
      
	
              Term/Expiration
      Date:

            	
                

            	
               

            


    

     

    Vesting
Schedule:

     

    This
Option shall be exercisable, in whole or in part, in accordance with the
following vesting schedule:

     

    [__________________________]

     

    


    Termination
Period:

     

    This
Option may be exercised for [_______] months after Optionee ceases to be a
Service Provider. Upon the death or Disability of the Optionee, this Option may
be exercised for [______] months after Optionee ceases to be a Service Provider.
In no event shall this Option be exercised later than the Term/Expiration Date
as provided above.

     

    II.    AGREEMENT

     

    
      	 
      	
              A.

            	
              Grant
      of Option.

            


    

     

    The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant attached as Part I of
this Agreement (the “Optionee”) an option (the “Option”) to purchase the number
of Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”), subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject
to Section 18(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code. However, if this Option is intended to be an Incentive Stock Option,
to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall
be treated as a Nonstatutory Stock Option (“NSO”).

     

    
      	 
      	
              B.

            	
              Exercise of
      Option.

            


    

     

    (a)          Right to Exercise.
This Option is exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Grant and the applicable provisions of the
Plan and this Option Agreement.

     

    (b)          Method of Exercise.
This Option is exercisable by delivery of an exercise notice (the “Exercise
Notice”), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed by the Optionee and delivered to the Stock Administration Team of the
Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.

     

    No Shares
shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to the Optionee on
the date the Option is exercised with respect to such Exercised
Shares.

     

    Method of
Payment.

     

    Payment
of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee:

     

    1.             cash;
or

     

    2.             check;
or

     

    3.             consideration
received by the Company under a formal cashless exercise program implemented by
the Company in connection with the Plan; or

     

    4.             
to the extent permitted by the Administrator, delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale proceeds required to pay the Exercise
Price.

     

    


    
      	 
      	
              C.

            	
              Non-Transferability of
      Option.

            


    

     

    This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of the Plan and this Option Agreement
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.

     

    
      	
              
              

            	
              D.

            	
              Term of
      Option.

            


    

     

    This
Option may be exercised only within the term set out in the Notice of Grant, and
may be exercised during such term only in accordance with the Plan and the terms
of this Option Agreement.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              E.

            	
              Tax
      Obligations.

            


    

     

    (a)        Withholding
Taxes. Optionee agrees to make appropriate arrangements with the Company (or the
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver Shares
if such withholding amounts are not delivered at the time of
exercise.

     

    (b)        Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (1) the date two
years after the Date of Grant, or (2) the date one year after the date of
exercise, the Optionee shall immediately notify the Company in writing of such
disposition. Optionee agrees that Optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the
Optionee.

     

    
      	 
      	
              F.

            	
              Entire Agreement;
      Governing Law.

            


    

     

    The Plan
is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.

     

    
      	 
      	
              G.

            	
              NO GUARANTEE OF
      CONTINUED SERVICE.

            


    

     

    OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

     

    By your signature and the signature
of the Company’s representative below, you and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option Agreement and fully understands all provisions of the
Plan and Option Agreement. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Option Agreement. Optionee further agrees
to notify the Company upon any change in the residence address indicated
below.

     

    


    


    
      	 
      	 
      	 
      
	
              OPTIONEE:

               

            	 
      	
              GENSPERA,
      INC.