LORUS
THERAPEUTICS INC.


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 




    	 



    	 



    

 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT is made the 21st day of September, 2006


 


BETWEEN:


 


LORUS THERAPEUTICS INC.


(the
“Corporation”)


 


-
and –


 


DR. AIPING YOUNG


(the
“Executive”)


 


RECITALS:


 


		A.	The Corporation is a member of a group of companies comprising Lorus Therapeutics Inc. and its
Affiliates from time to time (the “Lorus Group”) and is involved in the biopharmaceutical business specializing in
the development and commercialization of pharmaceutical products and technologies.



 


		B.	The Executive is currently employed by the Corporation in the position of Chief Operating Officer.






 


		C.	The terms and conditions of the Executive’s employment by the Corporation are currently governed
by the Employment Agreement entered into between the Executive and the Corporation, effective October 29, 1999.



 


		D.	The Corporation wishes to continue the Executive’s employment in the position of
                                                          President and Chief Executive Officer.



 


		E.	The Corporation and the Executive have agreed to enter into a new Employment Agreement to
                                                          formalize in writing the terms and conditions reached between them governing the Executive’s continuing employment with
                                                          the Corporation in the position of President and Chief Executive Officer;



 


NOW
THEREFORE in consideration of the covenants in this Agreement and for other good and valuable consideration, including, without
limitation, the grant of stock options described herein, the receipt and sufficiency of which are acknowledged by the parties,
the parties agree as follows:


 


		1.	Definitions



 


In
this Agreement,


 


“Affiliate”
means any company that is an affiliate of the Corporation as defined under the Securities Act
(Ontario);


 




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“Agreement”
means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented
from time to time;


 


“Basic
Salary” has the meaning set out in section 4.1;


 


“Benefits”
has the meaning set out in section 4.2;


 


“Business
Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario;


 


“Change in Control”
means:


 


		(a)	the initial acquisition by any Person, or any Persons acting jointly or in concert, whether directly
or indirectly, of Voting Shares of the Corporation which, together with all other Voting Shares of the Corporation held by such
persons, constitutes, in the aggregate, more than 50% of all outstanding Voting Shares of the Corporation (an “Acquisition”);



 


		(b)	an amalgamation, arrangement or other form of business combination of the Corporation with another
corporation which results in the holders of voting shares of that other corporation holding, in the aggregate, more than 50% of
all outstanding Voting Shares of the Corporation resulting from the business combination (an “Arrangement”);



 


		(c)	a sale, disposition, lease or exchange to or with another Person or Persons (other than an Affiliate)
of assets of the Corporation representing 50% or more of the net book value of the assets of the Corporation, determined as of
the date of the most recently published audited annual or unaudited quarterly interim financial statements of the Corporation (a
“Sale”); or



 


		(d)	a change in the composition of the Board over any twelve (12) month period such that more than 50%
of the individuals who were directors of the Corporation at the beginning of the period are no longer directors at the end of the
period, unless such change is a consequence of normal attrition or as a result of a decision of the Board;



 


For
greater certainty, “Change in Control” does not include: (1) an Acquisition, Arrangement or Sale which is undertaken
for the purposes of financing the Corporation or (2) an Acquisition, Arrangement or Sale in which substantially all of the assets
of the Corporation are sold, disposed of, leased or exchanged to a corporation with substantially the same ownership of Voting
Shares as those of the Corporation immediately preceding such Acquisition, Arrangement or Sale or (3) any other capital reorganization
of the Corporation.


 


“Competitive
Business” means any business involved anywhere in the world in developing, producing, distributing, selling or
licensing pharmaceutical goods, in any media now existing or hereafter developed, and/or services relating to pharmaceutical products
and technologies in the same therapeutic categories as those in which the Corporation is actively involved;


 




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“Confidential
Information” means all confidential or proprietary information, intellectual property (including trade secrets)
and confidential facts relating to the business or affairs of the Lorus Group, its clients or its suppliers (excluding general
skills and knowledge), whether or not originated by the Executive;


 


“Developments”
means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or
copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies,
know-how and trade secrets), and all records and copies of records relating to the foregoing, that are owned by the Lorus Group
or that:


 


		(a)	result or derive from the Executive’s employment or from the Executive’s knowledge or
use of Confidential Information;



 


		(b)	are conceived or made by the Executive (individually or in collaboration with others) during the term
of the Executive’s employment by the Corporation;



 


		(c)	result from or derive from the use or application of the resources of the Lorus Group; or



 


		(d)	relate to the business operations of or actual or demonstrably anticipated research and development
by the Lorus Group;



 


“Directors
and Officers Alternate Compensation Plan” means the plan established, subject to shareholder approval, to permit
the Corporation to discharge certain of its compensation obligations to its directors and senior officers through the issuance
of common shares of the Corporation;


 


“Disability”
means the mental or physical state of the Executive such that the Executive has been unable as a result of illness,
disease, mental or physical disability or similar cause, as determined by a legally qualified medical practitioner selected by
the Corporation, to fulfill the Executive’s obligations under this Agreement either for any consecutive 180-day period or
for any period of 180 days (whether or not consecutive) in any consecutive 365-day period;


 


“Employment
Period” has the meaning set out in section 2;


 


Good
Reason” means the occurrence of any of the following upon, or prior to the expiry of the eighteen (18) month period
following, a Change in Control, unless the Executive provides express written consent thereto:


 


		(a)	Change
                                         in Duties. The assignment to the Executive of any duties inconsistent with
                                         the Executive’s status as President and Chief Executive Officer, or a material
                                         change in the nature or status of the Executive’s responsibilities, or a material
                                         change in the duties or reporting relationships of the Executive, in each case from those
                                         in effect immediately prior to a Change in Control of the Corporation;



 




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		(b)	Reduced Base Salary.
A material reduction by the Corporation in the Executive’s annual base salary as in effect on the date hereof or as the same
may be increased from time to time or the failure by the Corporation to grant the Executive a salary increase at a rate commensurate
with the increases accorded to other key executives of the Corporation at the Executive's status and level of seniority with the
Corporation;



 


		(c)	Reduced Bonus Entitlement.
A material reduction by the Corporation in the Executive’s bonus entitlement;



 


		(d)	Relocation.
The Corporation requiring the Executive to be based anywhere other than within the greater metropolitan area where the Executive
is primarily based at the time of a Change in Control of the Corporation, except for required travel on the Corporation’s
business to an extent substantially consistent with the Executive’s travel obligations in the ordinary course of business
immediately prior to the Change in Control of the Corporation;



 


		(e)	Pension Plan, Benefit
Plans and Perquisites. The failure by the Corporation to continue to provide the Executive with benefits at least as
favourable as those enjoyed by the Executive under the Pension Plans, or any retirement arrangement established for the Executive,
or any of the Corporation’s life insurance, medical, health, and accident, disability or savings plans in which the Executive
was participating at the time of a Change in Control of the Corporation; the taking of any action by the Corporation that would
directly or indirectly materially reduce any such benefits or deprive the Executive of any material perquisite enjoyed by the Executive
at the time of the Change in Control, including, without limitation and to the extent applicable, car allowance, secretarial services,
office space, telephones, computer facilities, expense reimbursement or other such perquisites to which the Executive is entitled
at the time of the Change in Control;



 


		(f)	Share Options.
The failure by the Corporation to grant the Executive any portion of the share options to which the Executive is entitled pursuant
to this Agreement and the Corporation’s Stock Option Plan in effect at the time of the Change in Control without the Executive’s
consent; or



 


		(g)	any other reason which would be considered to amount to constructive dismissal by a court of competent
jurisdiction;



 


Any
event, act or omission which constitutes Good Reason within the meaning of this definition shall be deemed not to be Good Reason
if the Executive fails to object within sixty (60) days of learning of the event, act or omission or, if the event, act or omission
is curable and is cured in its entirety by the Corporation within thirty (30) days of written notice. The Executive shall have
sixty (60) days upon learning of the event, act or omission to give notice in writing to the Corporation stating the Executive’s
basis for the Executive’s position that there is Good Reason. Upon the receipt of such written notice, the Corporation shall
have thirty (30) days to cure the event, act or omission in its entirety and if so cured there shall be deemed to be no Good Reason.


 






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“Just
Cause” means: (i) theft, fraud, dishonesty or misconduct by the Executive involving the property, business or affairs
of the Lorus Group or the carrying out of the Executive’s duties; (ii) any material breach or non-observance by the Executive
of any term of this Agreement (other than those listed in (iii)) that is capable of correction, after notice by the Corporation
of the failure to do so and an opportunity for the Executive to correct the same within a reasonable time from the date of receipt
of that notice and which breach or non-observance would constitute just cause for the termination of this Agreement and the Executive’s
employment hereunder at common law; or (iii) any breach or non-observance or threatened breach or non-observance of any of sections
9, 10, 11, 12 or 13;


 


“Person”
means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with
or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;


 


“Share
Option Plan” means the Corporation’s Stock Option Plan as the same is in effect at any relevant time;


 


“Stock
Option Agreement” means any agreement required to be executed and delivered pursuant to the Share Option Plan”


 


“Stop
Work Notice” has the meaning set out in section 8.3;


 


“Termination
Date” has the meaning set out in section 8.2;


 


“Voting
Shares” means any securities of the Corporation ordinarily carrying the right to vote at elections of directors of the
Corporation or such Affiliate, provided that if any such security shall at any time carry the right to cast more than one vote
for the election of directors, such security shall, when and so long as it carries such right, be considered for the purposes of
this Agreement to constitute and be such number of securities of the Corporation as is equal to the number of votes for the election
of directors that may be cast by its holder; and


 


“Year
of Employment” means any 12-month period commencing on the date of commencement of the Executive’s employment under
this Agreement contained in Schedule “A” or on any anniversary of that date.


 


		2.	Employment
                                         and Term



 


The
Corporation will employ the Executive, and the Executive will serve the Corporation in the office set forth in Schedule “A”,
with effect from the date contained in Schedule “A”, until the effective date that the Executive’s employment
is terminated in accordance with section 8 hereof (the “Employment Period”).


 


		3.	Nature
                                         of Employment



 


3.1.          The
Executive will perform the duties of the office as outlined in Schedule “A”.


 




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3.2.          During
the Employment Period, the Executive will faithfully, honestly and diligently serve the Corporation and the Lorus Group. The Executive
will (except in the case of illness or accident) devote all of the Executive’s business time and attention to the Executive’s
employment and will use the Executive’s best efforts to promote the interests of the Corporation. Notwithstanding the foregoing,
the Executive may, with the prior written consent of the board of directors of the Corporation, which consent will not be unreasonably
withheld, serve on the board of directors of other corporations or accept part-time unpaid academic appointments, provided that
any such board or academic appointment does not interfere with the performance of the Executive’s obligations hereunder,
is not a Competitive Business and provides, in a manner satisfactory to the board of directors of the Corporation, for the adequate
protection of any intellectual property arising out of or in connection with such appointment. Unless otherwise specified in Schedule
“A”, the Executive appreciates that the Executive’s duties may involve travel from the Executive’s place
of employment (both within and outside of the country in which that place is located), and the Executive agrees to travel as reasonably
required in order to fulfill the Executive’s duties.


 


3.3.          The
Executive will comply with all rules, regulations and instructions of the Corporation now in force, or that may be adopted
from time to time, and communicated by the Corporation to its executives generally.


 


		4.	Remuneration



 


4.1.          Basic
Remuneration. The Corporation will pay the Executive a gross annual salary (the “Basic Salary”) as provided
in Schedule “A”. The Basic Salary will be payable in equal instalments in accordance with the practices of the Corporation
applicable to its other senior executives. The Corporation will review the Executive’s Basic Salary annually, with a view
to considering increases, as appropriate.


 


4.2.          Benefits.
The Executive will be entitled to participate in all benefit plans, funds or arrangements available from time to time to senior
executive officers of the Corporation (the “Benefits”) (currently the benefits set out in Schedule “A”).


 


4.3.          Bonus
Remuneration. The Executive will be entitled to receive bonus remuneration, if any, in respect of each Year of Employment
during the Employment Period, or any part thereof, as the board of directors of the Corporation, in its sole discretion, may authorize
in accordance with the terms of any management incentive compensation plan of the Corporation in effect from time to time. The
Executive’s current bonus target is as set forth in Schedule “A”.


 


4.4.          Share
Options.


 


		4.4.1	the Executive shall, within seven (7) days following
the effective date of this Agreement (as set out in Schedule “A”), receive a grant of 1,000,000 options to acquire
common shares in the capital of the Corporation pursuant to the Corporation’s 2003 Share Option Plan, subject to the execution
and delivery by the Executive of a duly completed Stock Option Agreement.



 


		4.4.2	the Executive shall be eligible to receive a grant
of options to acquire up to 500,000 common shares in the capital of the Corporation per Year of Employment during the Employment
Period pursuant to the Share Option Plan in respect of the attainment of those corporate performance objectives during the previous
fiscal year to be determined by the board of directors in its sole discretion. Share options will be granted, if at all, to the
extent that the board of directors of the Corporation, in its sole discretion, may determine.



 




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		4.4.3	subject to the last sentence of this paragraph, the
Executive shall be eligible to receive a grant of an additional 1,000,000 options to acquire common shares in the capital of the
Corporation provided that within a three (3) year period following the effective date of this Agreement (as set out in Schedule
"A"), the price of the Corporation's common shares on the Toronto Stock Exchange (or such other exchange on which the
majority of the Corporation's common shares are traded) exceed $1.00 per share for a period of ninety (90) consecutive calendar
days; other than if such increase in the Corporation's share price occurs by way of (i) consolidation, amalgamation, arrangement,
including an Arrangement, Amalgamation or Sale of the Corporation with or into any other corporation resulting in any reclassification
of the outstanding common shares (provided that the foregoing shall not be deemed to include any transaction that creates value
for shareholders of the Corporation), (ii) any change of the common shares into other securities, or (iii) any other capital reorganization
of the Corporation, including, without limitation, a consolidation or other reclassification of the securities of the Corporation;
all as determined by the board of directors of Corporation in its sole discretion. For greater clarity, the intention of the foregoing
grant of options is to recognize shareholder value created by the Executive during the term of her employment with the Corporation
and the board of directors of the Corporation shall have regard to this in determining whether the foregoing milestone has been
met.



 


4.5           Communication
of Annual Objectives. Prior to the commencement of each Year of Employment throughout the Employment Period, the Chair
of the board of directors of the Corporation will provide a written communication to the Executive setting out:


 


		4.5.1	the corporate objectives relating to the employment
of the Executive for the ensuing fiscal year of the Corporation;



 


		4.5.2	the Basic Salary of the Executive during the ensuing
fiscal year;



 


		4.5.3	the potential bonus to which the Executive may become
entitled during the ensuing fiscal year and the basis of calculation thereof; and



 


		4.5.4	the stock options to which the Executive may become
entitled; 



 


in each case as the same have been determined by the Compensation Committee of the board of directors of the Corporation
and approved by the board of directors.


 




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		5.	Expenses



 


5.1.          Travel
and Related Expenses. The Corporation will, upon presentation of expense statements or receipts and any other
supporting documentation as the Corporation may reasonably require, pay or reimburse the Executive in accordance with the
Corporation’s expense policies for all travel and out-of-pocket expenses reasonably incurred or paid by the Executive
in the performance of the Executive’s duties and responsibilities.


 


5.2.          Automobile.
The Corporation will provide the Executive with an annual automobile allowance as set out in Schedule “A”, such automobile
allowance to be inclusive of all costs, including without limitation, the purchase or lease and maintenance of the Executive’s
automobile.


 


5.3.          Memberships.
The Corporation will pay, on behalf of the Executive, the cost of annual memberships as set out in Schedule “A”.


 


		6.	Vacation



 


The
Executive will be entitled during each Year of Employment during the Employment Period to vacation time with pay as provided in
Schedule “A”. Vacation will be taken by the Executive at times reasonably acceptable to the Corporation having regard
to its operations. The Corporation acknowledges that the Executive currently has 76 days of accrued vacation which the Executive
remains entitled to exercise at time or times mutually agreeable to the Executive and the Corporation. However, the Executive agrees
and acknowledges that, with respect to the Executive’s vacation entitlements which accrue following the effective date of
this Agreement and the Executive’s employment hereunder, if the Executive has not taken the full vacation to which the Executive
is entitled in any calendar year, the Executive may, with the consent of the Chair, carry over up to one week of unused vacation
to the following Year of Employment, and otherwise will lose the entitlement to the unused portion of vacation, except as provided
under applicable employment legislation.


 


Notwithstanding
the foregoing, if the Executive’s employment is terminated pursuant to section 8 below, the Executive will not be entitled
to receive any payment in lieu of any vacation to which the Executive was entitled as of the date of termination and which had
not already been taken by the Executive except to the extent, if any, of the payments in respect of vacation pay required under
applicable employment legislation, or otherwise as approved by the board of directors of the Corporation acting in its discretion.


 


		7.	Directors
                                         and Officers Alternative Compensation Plan



 


Subject
to the Executive’s prior written consent, the Executive will participate in the Directors and Officers Alternative Compensation
Plan. Participation in the Directors and Officers Alternative Compensation Plan shall, to the extent required, be subject to the
plan being approved by the shareholders of the Corporation.


 


		8.	Termination



 


		8.1.	Notice.
The Executive’s employment may be terminated at any time;



  




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		8.1.1.	by the Corporation without prior notice and without
further obligations under this Agreement to the Executive for reasons of Just Cause or because of the occurrence of Disability;



 


		8.1.2.	by the Executive on giving prior written notice as specified
in Section 8.5, below, in the event of a Change in Control, or otherwise as specified in Schedule “A”; or





 


		8.1.3.	in any other case by the Corporation on giving prior
written notice as specified in Schedule “A”, provided that if, in the case of termination by the Corporation under
this section 8.1.3, the Executive is entitled under the applicable employment legislation to a longer period of notice than that
prescribed above, the notice to be given by the Corporation under this section 8.1.3 will be that minimum period of notice that
is required under applicable employment legislation and no more.



 


The
Executive’s employment will be automatically terminated, without further obligation on the part of the Corporation or the
Lorus Group, upon the Executive’s death.


 


8.2.          Effective
Date. The effective date on which the Executive’s employment will be deemed to have been terminated under this
section 8 (the “Termination Date”) will be:


 


		8.2.1.	in the case of termination under section 8.1.1, the
day on which the Executive is deemed, under section 16, to have received notice from the Corporation of termination;



 


		8.2.2.	in the case of termination under section 8.1.2 or
8.1.3, the last day of the minimum period referred to in the relevant section; and



 


		8.2.3.	in the case of the death of the Executive, on the
date of the Executive’s death.



 


8.3.          Immediate
Departure.


 


		8.3.1.	Stop
Work Notice. Notwithstanding the foregoing, where the Corporation is giving or has given written notice to the Executive
pursuant to sections 8.1.2 and 8.1.3 above, the Corporation will have the right, at any time prior to the end of the Employment
Period, by giving notice to the Executive to that effect (a “Stop Work Notice”), to require that the Executive cease
to perform the Executive’s duties and responsibilities and cease attending at the Corporation’s premises immediately
upon the giving of the Stop Work Notice. The Executive will, as requested in these circumstances, resign all offices held in the
Lorus Group.





 






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If
a Stop Work Notice is given, the Corporation will, subject to subsection 8.3.2,continue to pay the Executive to the end
of the Employment Period. For that purpose, in calculating the Executive’s entitlement to Basic Salary and bonus
remuneration, if any, the Executive will be considered to have been actively employed by the Corporation to the end of the
Employment Period. The Executive will be entitled to Benefits only if permitted by the terms of any fund, plan or
arrangement. To the extent that continued participation is not permitted, the Corporation will pay to the Executive the
amount of contributions the Corporation would otherwise have been required to make with respect to any relevant fund, plan or
arrangement to the end of the Employment Period.


 


		8.3.2.	Mitigation.
Subject to this section, the Executive will not be required to mitigate the Executive’s loss, or to account to the Corporation
for any amount earned that might otherwise be considered to mitigate the liability of the Corporation to make the payments described
above.



 


However,
if the Executive accepts alternative employment during the notice period:


 


8.3.2.1.             all
obligations of the Corporation in respect of the continuation of benefits or payments of premiums in lieu will cease with effect
as of the date of commencement of the alternative employment;


 


8.3.2.2.             the
Corporation will, within 14 days after receiving the notice referred to in subsection 8.3.2.3, pay to the Executive an amount equal
to one-half of the Basic Salary that would otherwise have been paid to the end of the Employment Period. Payment of this amount
will be in lieu of the further payments contemplated by subsection 8.3.1. Upon such payment, the Executive will provide to the
Corporation, appropriate releases, resignations and other similar documentation; and


 


8.3.2.3.             the
Executive will advise the Corporation forthwith of the acceptance of any employment relevant to this paragraph.


  


		8.4.	Lump
Sum Payment.



 


		8.4.1.	Payment in Lieu of
Notice. Notwithstanding section 8.3 above, where the Executive has been given notice of termination under section 8.1.3
above, the Corporation will be entitled to immediately terminate the employment of the Executive (the “End Date”) upon
the payment to the Executive, within 14 days thereof, in addition to accrued and unpaid Basic Salary and earned bonuses to that
date, a lump sum payment equal to the Basic Salary and Bonus Remuneration which the Executive would otherwise have been entitled
to receive during the relevant notice period referred to in section 8.1.3and
less any amounts owing by the Executive to the Corporation. The Executive will provide to the Corporation appropriate resignations,
releases and other similar documentation. For the purposes of this payment, “Bonus Remuneration” shall be calculated
based on the amount of Bonus Remuneration paid to the Executive in respect of the last fiscal year completed prior to the End Date,
calculated pro-rata over the relevant notice
period referred to in Section 8.1.3.



 







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		8.4.2.	Benefits.
In addition to the payments referred to in subsection 8.4.1 above, the Executive will be entitled to Benefits, to the extent permitted
by the terms of any fund, plan or arrangement, and, if so permitted, the Corporation will continue to make the contributions required
to be made with respect to any such fund, plan or arrangement, during the relevant period to which the lump sum payment relates.
To the extent that the terms of any fund, plan or arrangement do not permit the Executive to continue to receive the Benefits,
the Corporation will pay to the Executive, in lieu of such Benefits, an additional amount equal to the amount which the Corporation
would have been required to contribute pursuant to the terms of any fund, plan or arrangement in respect of any Executive during
the relevant period to which the lump sum payment relates.



 


		8.4.3	Share Options.
Subject to the terms of the Share Option Plan, the approval of the board of directors and regulatory approval, all share options
granted to the Executive which remain unvested as of the End Date shall vest on the first day following the End Date. Subject to
approval of the board of directors and regulatory approval, the Executive shall have twelve (12) months following the End Date
during which to exercise all of the Executive’s vested share options, including such share options which vest prior to and
following the End Date. Other than as described herein, The Executive shall have no further entitlements with respect to the grant
or vesting of share options following the End Date.



 


		8.5.	Change
in Control. Upon the occurrence a Change in Control; and:



 


		(i)	the termination of the Executive’s employment by the Corporation for any reason other than Just
Cause or the Executive’s Death or Disability; or



 


		(ii)	where the Executive terminates her employment with the Corporation for Good Reason,



 


either
upon the occurrence of a Change in Control or at any time prior to the expiry of the eighteen (18) month period following a Change
in Control, and following the delivery of written notice of termination by the Executive to the Corporation, the Executive shall
be entitled to terminate this Agreement and the Executive’s employment hereunder, and shall be entitled to receive within
fourteen (14) days following the effective date of such termination by the Executive (the “End Date”), and in lieu
of any other amounts to which the Executive may otherwise be entitled upon termination of the Executive’s employment, including,
without limitation, under any other section of this Agreement, the following:


 






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		8.5.1	Lump-Sum Payment.
In addition to accrued and unpaid Basic Salary and earned bonuses to the End Date, a lump sum payment equal to the Basic Salary
and Bonus Remuneration which the Executive would otherwise have been entitled to receive for a minimum period of twenty-four (24)
months, plus one additional month for each Year of Employment completed as of the date on which such notice of termination is given
(“Severance Period”), less any amounts owing by the Executive to the Corporation. For the purposes of this payment,
“Bonus Remuneration” shall be calculated based on the amount of Bonus Remuneration paid to the Executive in respect
of the last fiscal year completed prior to the End Date, calculated pro-rata over the Severance Period.






 


		8.5.2	Benefits.
In addition to the payments referred to in subsection 8.5.1, above, the Executive will be entitled to Benefits, to the extent permitted
by the terms of any fund, plan or arrangement, and, if so permitted, the Corporation will continue to make the contributions required
to be made with respect to any such fund, plan or arrangement, during the Severance Period. To the extent that the terms of any
fund, plan or arrangement do not permit the Executive to continue to receive the Benefits, the Corporation shall pay to the Executive,
in lieu of such Benefits, an additional amount equal to the amount which the Corporation would have been required to contribute
pursuant to the terms of any fund, plan or arrangement in respect of any Executive during the relevant period to which the lump
sum payment relates.



 


		8.5.3	Share Options.
Subject to the terms of the Share Option Plan, the approval of the board of directors and regulatory approval, all share options
granted to the Executive which remain unvested as of the End Date shall vest on the first day following the End Date. Subject to
approval of the board of directors and regulatory approval, the Executive shall have twelve (12) months following the End Date
during which to exercise all of the Executive’s vested share options, including such share options which vest prior to and
following the End Date. Other than as described herein, The Executive shall have no entitlements with respect to the grant or vesting
of share options following the End Date.



 


8.6.         No
Other Entitlement. Except as provided above in this section 8, where the Executive’s employment has been terminated
by the Executive or terminated or deemed to have been terminated by the Corporation for any reason, the Executive will not be entitled,
except to the extent required under any mandatory employment standard under the applicable employment legislation, to receive any
payment as termination pay, severance pay, pay in lieu of notice, or as damages. Except as to any entitlement as provided above,
the Executive hereby waives any claims the Executive may have against the Corporation for or in respect of termination pay, severance
pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued
and unpaid Basic Salary and vacation pay and to reimbursement for expenses pursuant to section 5.1). Payments to the Executive
upon termination in accordance with this Agreement by the Corporation will be deemed to include and to satisfy entitlement to termination
pay, vacation pay and severance pay pursuant to the applicable employment legislation to the extent of those payments. Receipt
by the Executive of payments in accordance with this Agreement will be deemed to constitute a full and final release and discharge
by the Executive of the Corporation, the Lorus Group and all of its directors, officers and agents (for each of whom the Corporation
contracts as a trustee) from all claims including, without limitation, any claims in respect of the Executive’s hiring by,
employment with and termination of employment with the Corporation.


 






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		9.	No
                                         Conflicting Obligations



 


		9.1.	The Executive warrants to the Corporation that:



 


		9.1.1.	the performance of the Executive’s duties as an employee of the Corporation will not breach
any agreement or other obligation to keep confidential the proprietary information of any third party; and



 


		9.1.2.	the Executive is not bound by any agreement with or obligation to any third party that conflicts with
the Executive’s obligations as an employee of the Corporation or that may affect the Corporation’s interest in the
Developments.



 


		9.2.	The Executive will not, in the performance of the Executive’s
duties as an employee of the Corporation:






 


		9.2.1.	improperly bring to the Corporation or use any trade secrets, confidential information or other proprietary
information of any third party; or



 


		9.2.2.	knowingly infringe the intellectual property rights of
any third party.



 


		10.	Confidential
                                         Information



 


The
Executive agrees that the Confidentiality Agreement executed by the Executive on October 29, 1999 remains in full force and effective
following the effective date of this Agreement and forms part of this Agreement.


 


		11.	Competition
                                         and Solicitation



 


11.1.       Non-Competition.
The Executive acknowledges that employment by the Corporation will give the Executive access to the Confidential Information, and
that the Executive’s knowledge of the Confidential Information will enable the Executive to put the Corporation at a significant
competitive disadvantage if the Executive is employed or engaged by or becomes involved in a Competitive Business. Accordingly,
during the Employment Period and for the relevant period of time specified in Schedule “A” after the Termination Date,
the Executive will not, directly or indirectly, individually or in partnership or in conjunction with any other Person:


 


		11.1.1.	be engaged, directly or indirectly, in any manner whatsoever, including, without limitation, either
individually or in partnership, jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal,
agent, member, shareholder or proprietor in any Competitive Business; or



  






    	- 14 -



    	 



    

 


		11.1.2.	advise, invest in, lend money to, guarantee the debts
or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other compensation
arrangements) in or in respect of any Person which carries on a Competitive Business.



 


The
restrictions in section 11.1 above will not prohibit the Executive from (i) holding not more than five percent of the issued shares
of a public company listed on any recognized stock exchange or traded on any bona
fide “over the counter” market anywhere in the world or (ii) with the prior written consent of the board
of directors of the Corporation, which consent will not be unreasonably withheld, serve on the board of directors of other corporations
or accept part-time unpaid academic appointments, provided that any such board or academic appointment does not interfere with
the performance of the Executive’s obligations hereunder, is not a Competitive Business and provides, in a manner satisfactory
to the board of directors of the Corporation, for the adequate protection of any intellectual property arising out of or in connection
with such appointment.


 


For
greater certainty, the Executive’s obligations under this section 11.1 are in addition to the obligations respecting disclosure
and use of Confidential Information pursuant to the Confidentiality Agreement referred to in section 10.


 


11.2.   No
Solicitation of Clients and Suppliers. The Executive acknowledges the importance to the business carried on by the Lorus
Group of the client and supplier relationships developed by it and the unique opportunity that the Executive’s employment
and the Executive’s access to the Confidential Information offers to interfere with these relationships. Accordingly, the
Executive will not while employed or engaged by the Lorus Group and for the period of time specified in Schedule “A”,
directly or indirectly, contact or solicit any person who the Executive knows to be a prospective, current or former client or
supplier of the Lorus Group for the purpose of selling to the client or buying from the supplier any products or services that
are the same as or substantially similar to, or in any way competitive with, the products or services sold or purchased by the
Lorus Group during the Executive’s Employment or at the end thereof, as the case may be.


 


11.3.   No
Solicitation of Employees. The Executive acknowledges the importance to the business carried on by the Lorus Group of
the human resources engaged and developed by it and the unique access that the Executive’s employment offers to interfere
with these resources. Accordingly, the Executive will not during the Employment Period and for the period of time specified in
Schedule “A”, induce or solicit, attempt to induce or solicit or assist any third party in inducing or soliciting any
employee or consultant of the Lorus Group, to leave the Lorus Group or to accept employment or engagement elsewhere.


 


11.4.   Independent
Covenants. Each of sections 11.1, 11.2 and 11.3 will be construed as constituting obligations independent of any other
obligations in this Agreement. The existence of any claim or cause of action the Executive may have or assert against the Corporation,
whether based on this Agreement or otherwise, will not constitute a defence to the enforcement by the Corporation of any of the
covenants and agreements in the foregoing sections.


 






    	- 15 -



    	 



    

  


		12.	Intellectual
Property Rights



 


12.1.       Ownership.
All Developments will be the exclusive property of the Lorus Group and the Lorus Group will have sole discretion to deal with Developments.
For greater certainty, all work done during the Employment Period by the Executive for the Corporation or a member of the Lorus
Group is a work for hire of which the Corporation or the member of the Lorus Group, as the case may be, is the first author for
copyright purposes and in respect of which all copyright will vest in the Corporation or the relevant member of the Lorus Group,
as the case may be.


 


12.2.        Records.
The Executive will keep complete, accurate and authentic notes, reference materials, data and records of all Developments in the
manner and form requested by the Corporation. All these materials will be Confidential Information upon their creation.


 


12.3.        Moral
Rights. The Executive hereby irrevocably waives all moral rights arising under the Copyright
Act (Canada) as amended (or any successor legislation of similar effect) or similar legislation in any applicable jurisdiction,
or at common law, that the Executive may have now or in the future with respect to the Developments, including, without limitation,
any rights the Executive may have to have the Executive’s name associated with the Developments or to have the Executive’s
name not associated with the Developments, any rights the Executive may have to prevent the alteration, translation or destruction
of the Developments, and any rights the Executive may have to control the use of the Developments in association with any product,
service, cause or institution. The Executive agrees that this waiver may be invoked by the Corporation, and by any of its authorized
agents or assignees, in respect of any or all of the Developments.


 


12.4.        Further
Assurances. The Executive will do all further things that may be reasonably necessary or desirable in order to give
full effect to the foregoing. If the Executive’s co-operation is required in order for the Lorus Group to obtain or enforce
legal protection of the Developments following the termination of the Executive’s employment, the Executive will provide
that co-operation so long as the Corporation pays to the Executive reasonable compensation for the Executive’s time at a
rate to be agreed, provided that the rate will not be less than the last basic salary or compensation rate paid to the Executive
by the Corporation during the Executive’s employment.


 


		13.	Warranties.
Covenants and Remedies



 


13.1.       The
obligations of the Executive as set forth in sections 9, 10, 11 and 12 of this Agreement will be deemed to have commenced as of
the date on which the Executive was first employed by the Lorus Group. The Executive warrants that the Executive has not, to date,
breached any of the obligations set forth in any of those sections. Any breach or threatened breach of those sections by the Executive
will constitute Just Cause for immediate termination of the Executive’s employment or engagement by the Corporation.


 




    	- 16 -



    	 



    

 


13.2.       The
Executive understands that the Lorus Group has expended significant financial resources in developing its products and the Confidential
Information. Accordingly, a breach or threatened breach by the Executive of any of sections 9, 10, 11, 12 or 13.1 could result
in unfair competition with the Lorus Group and could result in the Lorus Group and its shareholders suffering irreparable harm
that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly,
the Executive agrees that the Corporation will be entitled to interim and permanent injunctive relief, specific performance and
other equitable remedies, in addition to any other relief to which the Corporation or the Lorus Group may become entitled.


 


13.3.       The
Executive’s obligations under each of sections 9,10,11,12,13.1 and 13.2 are to remain in effect in accordance with each of
their terms and will exist and continue in full force and effect despite any termination, breach or repudiation, or alleged breach
or repudiation, of this Agreement or the Executive’s employment (including, without limitation, the Executive’s wrongful
dismissal) by the Corporation or the Lorus Group.


 


		14.	Co-operation
by Executive



 


The
Executive will co-operate in all respects with the Corporation if a question arises as to whether the Executive has a Disability.
Without limitation, the Executive will authorize the Executive’s medical doctor or other health care specialist to discuss
the condition of the Executive with the Corporation and will as reasonably requested by the Corporation submit to examination by
a medical doctor or other health care specialist selected by the Corporation.


 


		15.	Employers
and Employees Act Not to Apply



 


The
Corporation and the Executive agree that section 2 of the Employers
and Employees Act (Ontario) or other similar provisions in Applicable Employment Legislation will not apply to or in
respect of this Agreement or the employment of the Executive hereunder.


 


		16.	Notices



 


Any
notice or other communication required or permitted to be given hereunder must be in writing, and must be given by facsimile or
other means of electronic communication or by hand-delivery as hereinafter provided, except that any notice of termination by the
Corporation under section 8 above must be hand-delivered or given by registered mail. Any notice or other communication, if mailed
by registered mail, will be deemed to have been received on the day that mail is delivered by the post office, or if sent by facsimile,
will be deemed to have been received on the Business Day following the sending, or if delivered by hand to the Executive will be
deemed to have been received at the time it is delivered to the Executive or, if delivered to the Executive or the Corporation
at the applicable address noted in Schedule “A”, when it is delivered either to the individual designated in Schedule
“A” or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address will also be governed by this section. Notices and other communications must be addressed as set out
in Schedule “A”.


 


		17.	Headings



 


The
inclusion of headings in this Agreement is for convenience of reference only and is not to affect construction or interpretation.


 




    	- 17 -



    	 



    

 


		18.	Invalidity
of Provisions



 


Each
of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of
any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision.


 


		19.	Entire
Agreement



 


This
Agreement, the attached Schedule “A” and the Confidentiality Agreement referred to in section 10 constitute the entire
agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes and replaces all prior
agreements, if any, written or oral, with respect to the Executive’s employment by the Corporation, including the Employment
Agreement entered into by the Executive and the Corporation, effective October 29,
1999, and any rights which the Executive may have by reason of any prior agreement or by reason of the Executive’s
prior employment, if any, by the Lorus Group. There are no warranties, representations or agreements between the parties in connection
with the subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed
on any representation, opinion, advice or assertion of fact made by the Corporation, the Lorus Group or its directors, officers
and agents (for each of whom the Corporation contracts as trustee) to the Executive, except to the extent that the same has been
reduced to writing and included as a term of this Agreement. Accordingly, there will be no liability, either in tort or in contract,
assessed in relation to any representation, opinion, advice or assertion of fact, except to the extent aforesaid.


 


		20.	Waiver,
Amendment



 


Except
as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by
the party to be bound. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any
waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.


 


		21.	Governing
Law and Attornment



 


This
Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable
in the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the Courts of Ontario.


 


		22.	Counterparts



 


This
Agreement may be signed in counterparts. Each counterpart will constitute an original document and all counterparts, taken together,
will constitute one and the same instrument. Executed counterparts may be delivered by telecopier or other electronic delivery.


 




    	- 18 -



    	 



    

 


		23.	Acknowledgement



 


The
Executive acknowledges that:


 


		(i)	the Executive has received a copy of this Agreement;



 


		(ii)	the Executive has had sufficient time to review and
consider this Agreement thoroughly;



 


		(iii)	the Executive has read and understands the terms of
this Agreement and the Executive’s obligations under this Agreement;



 


		(iv)	the restrictions placed upon the Executive by this
Agreement are reasonably necessary to protect the Lorus Group proprietary interests in the Confidential Information and the Developments,
and will not preclude the Executive from being gainfully employed in a suitable capacity following termination of the Executive’s
employment by the Corporation, given the Executive’s general knowledge and experience;



 


		(v)	the Executive has been given an opportunity to obtain
independent legal advice, or other advice as the Executive may desire, concerning the interpretation and effect of this Agreement,
and by signing this Agreement the Executive has either obtained advice or voluntarily waived the Executive’s opportunity
to receive same; and



 


		(vi)	the Agreement is entered into voluntarily by the Executive.



 


IN
WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT UNDER THEIR RESPECTIVE SEALS.


 


	 	 	LORUS THERAPEUTICS INC.	 
	 	 	 	 
	Date:	 September 21, 2006	 	By: 	/s/ Graham Strachan	 
	 	 	Chair	 
	I agree and accept employment on these terms.		 	 
	 	 	 	 
	WITNESS:	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	/s/ Gloria Knight	)	/s/ Aiping Young	1/s
	Signature of Witness	)	DR. AIPING YOUNG	 
	 	)	PRESIDENT
    & CEO	 
	GLORIA A. KNIGHT	)	 	 
	Witness Name (Please Print)	)	 	 



 




    	- 19 -



    	 



    

 


SCHEDULE
“A”


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
schedule is attached to and forms an essential part of the executive employment agreement (the “Agreement”) between
Lorus Therapeutics Inc. (the “Corporation”) and Dr. Aiping Young (the “Executive”).


 


		1.	In accordance with section 2, the Executive’s
employment with the Corporation under this Agreement will commence on September 21, 2006.



 


		2.	In accordance with section 2, the office to be held
by the Executive in the Corporation will be President and Chief Executive Officer. The Corporation may, at any time, assign the
Executive to perform other functions (with the Corporation and/or any of its Affiliates) that are consistent with the Executive’s
skill and experience and the position of President and Chief Executive Officer.



 


		3.	In accordance with section 3.1, the undersigned has agreed to perform the duties of the
                                                           office of President and Chief Executive Officer in accordance with paragraph 2 above and as set out in the job description
                                                           attached as Appendix 1 to this Schedule “A”, as amended from time to time by the Corporation with the prior
                                                           written consent of the Executive.



 


		4.	In accordance with section 4.1, the Executive will be entitled to an annual basic salary
                                                           of CDN$300,000.00 (before deduction for income taxes and other required deductions, but excluding the Benefits paid by the
                                                           Corporation as provided in section 4.2 of the Agreement).



 


		5.	In accordance with section 4.2, the Executive is currently
entitled to receive the following benefits: Health (including extended health care coverage and travel assistance), Dental, Life
Insurance, Short Term and Long Term Disability coverage with all premiums to be paid by the Corporation and with no deductibles,
and Group RRSP. The Corporation will reimburse the Executive for vision wear to a maximum of $100 per annum.



 


		6.	In accordance with and subject to section 4.3, the
Executive shall be entitled to receive a Bonus of up to 40% of the Executive’s Basic Salary.



 


		7.	In accordance with Section 5.2, the Executive will
be provided with an annual automobile allowance of $12,000 (before deduction for income taxes) payable in equal monthly installments
on the last Friday of each month.



 


		8.	In accordance with section 5.3, the Corporation will
pay annually the first $1,000 of membership fees in any health club on behalf of the Executive.



 


		9.	In accordance with section 6, the Executive will be
entitled to five (5) weeks of paid vacation annually, to be adjusted to reflect periods of employment of less than a full calendar
year.



 




    	 



    	 



    

 


		10.	In accordance with section 8.1.2, the Executive may
terminate the Executive’s employment on giving to the Corporation at least four (4) months prior written notice. However,
the Executive will attempt to provide as much (additional) prior notice as is possible and will, in all cases, assist fully as
reasonably requested by the Corporation in effecting an orderly transition to the Executive’s successor.



 


		11.	In accordance with section 8.1.3, the Corporation
may terminate the Executive’s employment on giving to the Executive a minimum of eighteen (18) months prior written notice,
plus an additional one (1) month of written notice per each Year of Employment completed as of the date on which such written
notice is provided to the Executive.



 


		12.	In accordance with section 11.1, the “Non-Competition” provisions will be
                                                            valid until twelve (12) months following the Termination Date.



 


		13.	In accordance with section 11.2, the “No Solicitation of Clients and
                                                            Suppliers” provisions will be valid until twelve (12) months following the Termination Date.



 


		14.	In accordance with section 11.3, the “No Solicitation of Employees” provisions
                                                            will be valid until twelve (12) months following the Termination Date.



 


		15.	In accordance with section 16, any notice or communication to be given or made must be
                                                            addressed as follows:



 


if
to the Executive:


 


7
Sandfield Road


Toronto, ON


M3B
2B5


 


Attention:           Dr.Aiping
Young


 


if
to the Corporation:


 


Lorus
Therapeutics Inc.


2
Meridien Road


Toronto,
ON


 


Attention:           Chair
of Board of Directors


 


with
copies to:


 


McCarthy
Tétrault LLP


Suite
4700, Toronto Dominion Bank Tower


Toronto-Dominion
Centre


Toronto,
Ontario


M5K 1E6


 






    	- 2 -



    	 



    

 


	Attention:	Trevor Lawson
	Tel:	(416) 601-8227
	Facsimile:	(416) 868-0673
	Email:	tlawson@mccarthy.ca


  



    	- 3 -



    	 



    




 


APPENDIX 1


 


Job Description


 


Dr. Aiping Young


 


Dr.
Aiping Young (“Young”) will be the President and Chief Executive Officer of the Corporation.


 


As
President and Chief Executive Officer, Young will provide leadership, strategic vision, direction and effective operational execution
within budget to the Corporation and its executives and employees.


 


Young
will be responsible for developing, implementing, executing and achieving the Corporation’s strategic plans and for ensuring
that the Corporation’s strategic plans and objectives are effectively communicated, both internally to the board of directors,
executives and employees, and externally to the bio-technology and investment communities, including shareholders and potential
investors. Young will also be responsible for securing significant partnerships with other credible biotechnology and pharmaceutical
companies, for raising financing as required and for ensuring that the Corporation is able to attract, motivate and retain superior
executives and employees.


 


Young
will report to the Chair of the Corporation and will be a member of the board of directors of the Corporation.


 


In
addition to the foregoing, Young shall have such further responsibilities consistent with the position of President and Chief Executive
Officer as shall be assigned to Young by the Chair of the Corporation from time to time.


 






    	 



    	 



    




 


Draft:
May 22, 2012


 


AMENDING
AGREEMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


(“Amending
Agreement”)


 


THIS
AMENDING AGREEMENT is dated as of the 29 day of May, 2012


 


IS
MADE BETWEEN


 


LORUS
THERAPEUTICS INC.


(the
“Corporation”)


 


- and -


 


DR.
AIPING YOUNG 


(the
“Executive”)


 


RECITALS


 


		A.	The Parties entered into an executive employment agreement
                                         (the “Employment
                                         Agreement”) dated September
                                         21st, 2006.



 


		B.	The parties wish to amend the Employment Agreement as provided herein in accordance with section 20 of the Employment Agreement.



 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.


  


		1.	Unless the context otherwise requires, all capitalized
terms not defined herein shall have the meanings assigned to them in the Employment Agreement.



 


		2.	Section 1 of the Employment Agreement is hereby amended
to delete the reference to “eighteen (18) month period” in the second line of the definition of “Good Reason”
and to replace it with “thirty-six (36) month period”.



 


		3.	Section 8.5 of the Employment agreement is hereby amended
to delete the reference to “eighteen (18) month period” in the second line below section 8.5(ii) and to replace it
with “thirty-six (36) month period”.



 


		4.	The Parties hereto expressly covenant and agree that
the provisions hereof shall be binding upon each of them, that the Employment Agreement will be amended and modified accordingly,
that the same shall be read and construed as if the provisions hereof were therein written and that, in the event of any conflict
between any of the provisions of the Employment Agreement and the provisions herein contained, the provisions herein contained
shall prevail.



 




    	 



    	 



    

 


		5.	It is hereby declared and agreed that the Employment
Agreement and all covenants, clauses, provisos, powers, matters and things whatsoever contained therein, save and except as herein
modified, altered or amended, shall continue in force and have application to the terms and conditions herein contained, and the
Employment Agreement, save as herein modified, altered or amended, is ratified and confirmed by each of the parties hereto.



 


		6.	This Amending Agreement may be executed in one or more
counterparts. When each of the parties hereto who have executed an identical counterpart and delivered a copy thereof to each
party (by personal delivery, electronic or facsimile transmission), then all the counterparts taken together shall be deemed to
constitute a single identical agreement dated as of the date first set forth above.



 




    	 



    	 



    

 


		7.	This Amending Agreement shall be governed by and construed
in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.



 


[remainder
of page intentionally left blank]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF the parties hereto have executed this Amending Agreement as
of the day, month and year first above written.


 


	 	LORUS THERAPEUTICS INC.
	 	 
	 	By: 	/s/ J.A.Wright
	 	Name:   	J.A.WRIGHT
	 	Title:
	CHAIRMAN, BOARD


 


	WITNESS:	 	 
	 	 	 
	/s/ Grace Tse	 	/s/ Aiping Young
	Signature of Witness	 	DR. AIPING
    YOUNG
	 	 	 
	Grace Tse	 	 
	Witness Name (Please Print)