EX-10.3






2009 MID-YEAR INCENTIVE PLAN




This 2009 Mid-Year Incentive Plan (this “Plan”) of ADVENTRX Pharmaceuticals, Inc. (“Adventrx” or
the “Company”) is designed to offer incentive compensation to certain employees of the Company (as
described under the “Eligibility” section below (“Participants”)), by rewarding the achievement of
near-term corporate objectives.



Purpose of this Plan



This Plan is designed to:




	 	•	 	provide an incentive program to achieve near-term corporate objectives and thereby
enhance stockholder value;






	 	•	 	reward key employees who significantly impact corporate results;






	 	•	 	incorporate an incentive program in Adventrx’s overall compensation strategy to help
attract and retain key employees; and






	 	•	 	incentivize Participants to remain employed by Adventrx throughout the plan period and
until the time incentive awards are paid.





Plan Period



The plan period under this Plan is the period beginning June 30, 2009 and ending December 31, 2009.



Plan Governance



This Plan will be governed by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”). The Committee will be responsible for determining and
approving all awards to all Participants.



Eligibility



This Plan applies to Brian M. Culley and Patrick L. Keran.



Form of Incentive Award Payments



Incentive award payments generally will be made in cash, though the Committee has sole and absolute
discretion to determine the composition of individual incentive award payments.



Corporate Objectives



This Plan calls for incentive awards based on the achievement of near-term corporate objectives by
the Company. At the time of adoption of this Plan, the Committee will adopt corresponding
near-term corporate objectives for the plan period, which objectives will be specific and
measurable and individually weighted with respect to all corporate objectives.



If an approved corporate objective becomes irrelevant or undesirable during the plan period or if a
strategic change or other event affects (one or more) objectives then, for each such affected
objective, the Committee, after considering the recommendations of the Participants, may (i) adjust
the weighting of all existing objectives to reflect an appropriate relative weighting in light of
then-prevailing conditions, (ii) substitute a new objective with an appropriate weighting (and, if
appropriate, adjust the weighting of existing objectives, regardless of whether the weighting of
the new objective is other than the weighting of the substituted objective), (iii) eliminate the
affected objective and re-weight all other objectives or (iv) take no action.



Incentive Award Targets



Incentive awards generally will consist of cash-based compensation.



The target amount of incentive awards will be $150,000.



Award Multipliers



A corporate “award multiplier” will be determined in the first quarter of 2010 and applied to
Participants’ target amounts to establish the actual payout amount of the incentive awards. A
corporate award multiplier will be based on overall corporate performance against the corporate
objectives in effect at the end of 2009 and will be the same for all Participants. Award
multipliers may have the affect of increasing or decreasing a Participant’s actual payout amount
versus his target amount.



The corporate award multiplier will be determined by the Committee.



In determining the achievement of objectives and award multipliers, the Committee will consider the
achievement of objectives, the degree to which an objective is partially achieved, the quality of
achievement, the difficulty in achieving the objective, conditions that affected the ability to
achieve objectives and such other factors as the Committee determines are appropriate to consider.



Award multipliers range from 0 to 1.50.



Payment of Incentive Awards



Notwithstanding any other provision of this Plan, each Participant’s award, if any, will be paid in
a single sum after December 31, 2009 and on or before March 14, 2010. Unless an exemption applies,
this Plan and the awards paid pursuant to this Plan are intended to meet the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.



Termination



Subject to contractual obligations, (a) any award payment provided for under this Plan is
completely discretionary and is not considered earned by a Participant until it is actually paid.
Continued employment until payment of the incentive award is required and (b) if the employment of
a Participant is terminated (whether voluntarily or involuntarily) during the plan period, or prior
to payment of awards, whether or not an award payment is made will be at the absolute discretion of
the Committee.



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Absolute Right to Alter or Abolish this Plan; Disputes



Subject to contractual obligations, the Committee reserves the right in its absolute discretion to
abolish this Plan at any time or to alter the terms and conditions under which incentive awards
will be paid, with or without cause and with or without prior notice. Such discretion may be
exercised any time before, during, and after the plan period has commenced or is completed.



Any dispute or controversy arising under this Plan will be settled by the Committee in its sole and
absolute discretion.



Employment Duration/Employment Relationship



This Plan does not, and Adventrx’s policies and practices in administering this Plan do not,
constitute an express or implied contract or other agreement concerning the duration of any
Participant’s employment with the Company. The employment relationship of each Participant is “at
will” and may be terminated at any time by Adventrx or by the Participant, with or without cause.



Other Terms and Conditions of this Plan



The Company is not responsible for any tax liability incurred by Participants that receive an award
under this Plan, but reserves the right to deduct from any award payment an amount equal to all or
any part of the deductions or taxes required by law to be withheld by the Company.



This Plan is unfunded and no provision of this Plan shall require the Company, for the purpose of
satisfying any Plan obligations, to purchase assets or place any assets in a trust or other entity
or otherwise to segregate any assets for such purposes. Nothing contained in this Plan nor any
action taken pursuant to its provisions shall create or be construed to create a fiduciary
relationship between the Company and any Participant or other person. Any right to receive an
award payment under this Plan shall be no greater than the right of any unsecured creditor of the
Company.



This Plan shall be governed by, and interpreted, construed, and enforced in accordance with, the
laws of the State of California without regard to its or any other jurisdiction’s conflicts of laws
provisions.



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ADVENTRX Pharmaceuticals, Inc.


2009 Mid-Year Incentive Plan



I hereby acknowledge that I have received a copy of the Adventrx Pharmaceuticals, Inc. 2009
Mid-Year Incentive Plan.



Name:



Date:




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