exv10w12






Exhibit 10.12




RXi Pharmaceuticals Corporation

2011 LONG TERM INCENTIVE PLAN




1. DEFINED TERMS




     Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets
forth certain operational rules related to those terms.



2. PURPOSE




     The Plan has been established to advance the interests of the Company by providing for the
grant to Participants of Stock-based incentive Awards and other Awards.



3. ADMINISTRATION




     The Administrator has discretionary authority, subject only to the express provisions of the
Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive
the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all
things necessary to carry out the purposes of the Plan. In the case of any Performance Award
intended to qualify as exempt performance-based compensation under Section 162(m), the
Administrator will exercise its discretion consistent with qualifying the Award for that exemption.
Determinations of the Administrator made under the Plan will be conclusive and will bind all
parties.



4. LIMITS ON AWARDS UNDER THE PLAN




     (a) Number of Shares. The maximum number of shares of Stock that may be delivered
upon satisfaction of Equity Awards under the Plan shall be [•] shares of Stock. Up to the total
number of shares of Stock set forth in the preceding sentence may be issued in satisfaction of
ISOs, but nothing in this Section 4(a) shall be construed as requiring that any, or any fixed
number of, ISOs be awarded under the Plan. The number of shares of Stock delivered in satisfaction
of Equity Awards shall, for purposes of this Section 4(a), be determined net of shares of Stock
withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax
withholding requirements with respect to the Award and, for the avoidance of doubt, without
including any shares of Stock underlying Awards settled in cash or which otherwise expire or become
unexercisable without having been exercised or are forfeited to or repurchased by the Company due
to failure to vest. The limits set forth in this Section 4(a) shall be construed to comply with
Section 422. To the extent consistent with the requirements of Section 422 and with other
applicable legal requirements (including applicable stock exchange requirements, if any), Stock
issued under Substitute Awards shall not reduce the number of shares available for Awards under the
Plan. The shares which may be delivered under Substitute Awards shall be in addition to the
limitations set forth in this Section 4(a) on the number of shares available for issuance under the
Plan, and such Substitute Awards shall not be subject to the per Participant Award limits described
in Section 4(c) below.



 









 





     (b) Type of Shares. Shares of Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the Company. No fractional
shares of Stock will be delivered under the Plan.



     (c) Section 162(m) Limits. The maximum number of shares of Stock for which Stock
Options may be granted to any person in any calendar year and the maximum number of shares of Stock
subject to SARs granted to any person in any calendar year will each be [•] shares. The maximum
number of shares of Stock subject to other Equity Awards granted to any person in any calendar year
will be [•] shares. The maximum amount payable to any person in any twelve (12) month period under
Cash Awards will be $[•], which limitation, with respect to any Cash Awards for which payment is
deferred in accordance with Section 6(c)(2), shall be applied by assuming that payment of the Award
was made at the time it would have been paid absent the deferral. The foregoing provisions will be
construed in a manner consistent with Section 162(m).



5. ELIGIBILITY AND PARTICIPATION




     The Administrator will select Participants from among those key Employees and directors of,
and consultants and advisors to, the Company or its Affiliates who, in the opinion of the
Administrator, are in a position to make a significant contribution to the success of the Company
and its Affiliates; provided, that, subject to such express exceptions, if any, as the
Administrator may establish, eligibility for Equity Awards shall be further limited to those
persons as to whom the use of a Form S-8 registration statement is permissible. Eligibility for
ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary
corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for
Stock Options other than ISOs is limited to individuals described in the first sentence of this
Section 5 who are providing direct services on the date of grant of the Stock Option to the Company
or to a subsidiary of the Company that would be described in the first sentence of Treas. Regs.
§1.409A-1(b)(5)(iii)(E).



6. RULES APPLICABLE TO AWARDS




     (a) In General


          (1) Award Provisions. The Administrator will determine the terms of all Awards,
subject to the limitations provided herein. By accepting (or, under such rules as the
Administrator may prescribe, being deemed to have accepted) an Award, the Participant agrees to the
terms of the Award and the Plan. The Administrator will determine whether Equity Awards are
settled in shares of Stock or cash or whether the settlement or payment of Awards shall be subject
to deferral. Notwithstanding any provision of this Plan to the contrary, Substitute Awards may
contain terms and conditions that are inconsistent with the terms and conditions specified herein,
as determined by the Administrator.



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          (2) Term of Plan. No Awards may be made after the tenth anniversary of the date that
this Plan is first adopted by the Board of Directors of the Company, but previously granted Awards
may continue beyond that date in accordance with their terms.


          (3) Transferability. Neither ISOs nor, except as the Administrator otherwise
expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards may
be transferred other than by will or by the laws of descent and distribution, and during a
Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides in
accordance with the second sentence of this Section 6(a)(3), other Equity Awards requiring
exercise) may be exercised only by the Participant. The Administrator may permit Equity Awards
other than ISOs to be transferred by gift, subject to applicable securities and other laws and such
limitations as the Administrator may impose.


          (4) Vesting, Etc. The Administrator shall determine the time or times at which an
Equity Award will vest or become exercisable and the terms on which an Equity Award requiring
exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any
time accelerate the vesting or exercisability of an Equity Award, regardless of any adverse or
potentially adverse tax or other consequences resulting from such acceleration. Unless the
Administrator expressly provides otherwise, however, the following rules will apply if a
Participant’s Employment ceases: immediately upon the cessation of the Participant’s Employment,
each Award requiring exercise that is then held by the Participant or by the Participant’s
permitted transferees, if any, will cease to be exercisable and will terminate, and all other
Awards that are then held by the Participant or by the Participant’s permitted transferees, if any,
to the extent not already vested will be forfeited, except that:




     (A) subject to (B) and (C) below, all Stock Options and SARs held by the Participant
or the Participant’s permitted transferees, if any, immediately prior to the cessation of
the Participant’s Employment, to the extent then exercisable, will remain exercisable for
the lesser of (i) a period of three months or (ii) the period ending on the latest date on
which such Stock Option or SAR could have been exercised without regard to this Section
6(a)(4), and will thereupon terminate;




     (B) all Stock Options and SARs held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of Participant’s Employment due to
death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one
year period ending with the first anniversary of the Participant’s death or (ii) the period
ending on the latest date on which such Stock Option or SAR could have been exercised
without regard to this Section 6(a)(4), and will thereupon terminate; and




     (C) all Stock Options and SARs held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment will
immediately terminate upon such cessation if the Administrator in its sole discretion
determines that such cessation of Employment has resulted for reasons



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which cast such discredit on the Participant as to justify immediate termination of the
Award or are otherwise determined by the Administrator to constitute cause. 


          (5) Recovery of Compensation; Other Terms




     (A) Awards (whether or not vested or exercisable) held by a Participant are subject to
forfeiture, termination and rescission, and a Participant will be obligated to return to the
Company the value received with respect to Awards (including payments made and/or Stock
delivered under an Award, and any gain realized on a subsequent sale or disposition of an
Award or Stock delivered under an Award), in each case (i) to the extent provided by the
Administrator in an Award agreement in connection with (A) a breach by the Participant of a
non-competition, non-solicitation, confidentiality or similar covenant or agreement or (B)
an overpayment to the Participant of incentive compensation due to inaccurate financial
data, (ii) in accordance with Company policy relating to the recovery of erroneously-paid
incentive compensation, as such policy may be amended and in effect from time to time, or
(iii) as otherwise required by law or applicable stock exchange listing standards,
including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection
Act.




     (B) Each Participant, by accepting an Award pursuant to the Plan, agrees to return the
full amount required under this Section 6(a)(5) at such time and in such manner as the
Administrator shall determine in its sole discretion and consistent with applicable law.
Neither the Administrator nor the Company will be responsible for any adverse tax or other
consequences to a Participant that may arise in connection with this Section 6(a)(5). For
the avoidance of doubt, in addition to any forfeiture or other restrictions imposed by the
terms of an Award agreement, every Award issued under the Plan will be subject to potential
forfeiture or “claw back” to the fullest extent called for by applicable federal or state
law. In addition, to the extent provided by the Administrator, Shares received upon
settlement, vesting or exercise of an Award may be subject to stock ownership guidelines or
policies established by the Company with respect to its employees, directors and/or other
service providers.


          (6) Taxes. The Administrator will make such provision for the withholding of taxes
as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an
Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax
withholding requirements (but not in excess of the minimum withholding required by law).


          (7) Dividend Equivalents, Etc. The Administrator may provide for the payment of
amounts (on terms and subject to conditions established by the Administrator) in lieu of cash
dividends or other cash distributions with respect to Stock subject to an Equity Award. Any
entitlement to dividend equivalents or similar entitlements shall be established and administered
either consistent with exemption from, or in compliance with, the requirements of Section 409A. In
addition, any amounts payable in respect of Restricted Stock (or any other



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Award subject to any vesting condition) may be subject to such limits or restrictions or
alternative terms as the Administrator may impose.



          (8) Rights Limited. Nothing in the Plan will be construed as giving any person the
right to be granted an Award or to continued employment or service with the Company or its
Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the
Plan. The loss of existing or potential profit in Awards will not constitute an element of damages
in the event of termination of Employment for any reason, even if the termination is in violation
of an obligation of the Company or any Affiliate to the Participant.


          (9) Section 162(m)




     (A) Awards Intended to Qualify for Performance-Based Compensation Exception. This
Section 6(a)(9) applies to any Performance Award intended to qualify as exempt
performance-based compensation under Section 162(m), as determined by the Administrator. In
the case of any Performance Award to which this Section 6(a)(9) applies, (i) the Plan and
such Award will be construed and administered to the maximum extent permitted by law in a
manner consistent with qualifying the Award for such exemption, notwithstanding anything to
the contrary in the Plan; (ii) the Administrator will preestablish, in writing and no later
than 90 days after the commencement of the period of service to which the performance
relates (or at such earlier time as is consistent with qualifying the Award for such
exemption), one or more Performance Criteria applicable to such Award, the amount or amounts
that will be payable or earned (subject to reduction as described below) if the Performance
Criteria are achieved, and such other terms and conditions as the Administrator deems
appropriate with respect to such Award; (iii) at the close of the applicable Performance
Period, the Administrator will certify whether the applicable Performance Criteria have been
attained; (iv) no amount will be paid under such Award unless the Performance Criteria
applicable to the payment of such amount have been so certified, except as provided by the
Administrator consistent with such exemption; and (v) the Administrator may, in its sole and
absolute discretion (either in individual cases or in ways that affect more than one
Participant), reduce the actual payment, if any, to be made under such Award to the extent
consistent with such exemption.




     (B) Certain Transition Awards. Awards intended to be exempt from the limitations of
Section 162(m) will not be required to comply with the provisions of Section 6(a)(9)(A) if
and to the extent they are eligible (as determined by the Administrator) for exemption from
such limitations by reason of the transition relief set forth in Treas. Regs.
§1.162-27(f)(4).


          (10) Coordination with Other Plans. Awards under the Plan may be granted in tandem
with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under
other compensatory plans or programs of the Company or its Affiliates. For example, but without
limiting the generality of the foregoing, awards under other compensatory plans or programs of the
Company or its Affiliates may be settled in Stock (including, without



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limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares
delivered shall be treated as awarded under the Plan (and shall reduce the number of shares
thereafter available under the Plan in accordance with the rules set forth in Section 4). In any
case where an award is made under another plan or program of the Company or its Affiliates and such
award is intended to qualify for the performance-based compensation exception under Section 162(m),
and such award is settled by the delivery of Stock or another Award under the Plan, the applicable
Section 162(m) limitations under both the other plan or program and under the Plan shall be applied
to the Plan as necessary (as determined by the Administrator) to preserve the availability of the
Section 162(m) performance-based compensation exception with respect thereto.



          (11) Section 409A. Each Award shall contain such terms as the Administrator
determines, and shall be construed and administered, such that the Award either (i) qualifies for
an exemption from the requirements of Section 409A, or (ii) satisfies such requirements.


          (12) Fair Market Value. Except as otherwise expressly provided herein, in
determining the fair market value of any share of Stock under the Plan, the Administrator shall
make the determination in good faith on such basis as it deems appropriate, taking into account the
requirements of Section 422 and Section 409A, to the extent applicable; provided, that unless
otherwise determined by the Administrator, if the Stock is admitted to trading on an established
securities exchange, “fair market value” shall be the closing price of a share of Stock on such
date (or, if the Stock was not traded on such day, then the next preceding day on which the Stock
was traded).


          (13) Certain Requirements of Corporate Law. Equity Awards shall be granted and
administered consistent with the requirements of applicable Delaware law relating to the issuance
of stock and the consideration to be received therefor, and with the applicable requirements of the
stock exchanges or other trading systems or national market on which the Stock is listed or entered
for trading, in each case as determined by the Administrator.



     (b) Awards Requiring Exercise. Equity Awards requiring exercise will be subject to the
provisions of this Section 6(b).


          (1) Time and Manner of Exercise. Unless the Administrator expressly provides
otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised
until the Administrator receives a notice of exercise (in form acceptable to the Administrator),
which may be an electronic notice, signed (including electronic signature in form acceptable to the
Administrator) by the appropriate person and accompanied by any payment required under the Award.
If the Award is exercised by any person other than the Participant, the Administrator may require
satisfactory evidence that the person exercising the Award has the right to do so.


          (2) Exercise Price. The exercise price (or the base value from which appreciation is
to be measured) of each Award requiring exercise shall be 100% (in the case of an ISO granted to a
ten-percent shareholder within the meaning of subsection (b)(6) of



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Section 422, 110%) of the fair market value of the Stock (as provided in Section 6(a)(12)) subject to
the Award, determined as of the date of grant, or such higher amount as the Administrator may
determine in connection with the grant or as otherwise determined by the Administrator with respect
to a Substitute Award.



          (3) Payment of Exercise Price. Where the exercise of an Award is to be accompanied
by payment, payment of the exercise price shall be by cash or check acceptable to the
Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the
delivery of unrestricted shares of Stock that have a fair market value equal to the exercise price,
subject to such holding requirements, if any, as the Administrator may prescribe, (ii) through a
broker-assisted exercise program acceptable to the Administrator, (iii) through the withholding of
shares of Stock otherwise to be delivered upon exercise of the Award whose fair market value is
equal to the aggregate exercise price of the Award being exercised, (iv) by other means acceptable
to the Administrator, or (v) by any combination of the foregoing permissible forms of payment. The
delivery of shares in payment of the exercise price under clause (i) above may be accomplished
either by actual delivery or by constructive delivery through attestation of ownership, subject to
such rules as the Administrator may prescribe.


          (4) Maximum Term. Awards requiring exercise will have a maximum term not to exceed
ten (10) years from the date of grant (or five (5) years from the date of grant in the case of an
ISO granted to a ten-percent shareholder described in Section 6(b)(2) above); provided, that if an
Award requiring exercise (other than an ISO) would otherwise expire as a result of expiration of
the maximum term of such Award (i.e., ten (10) years from the date of grant or such shorter time
period as set forth in an Award agreement), and at such time the Participant holding such Award is
prohibited by applicable law or written Company policy applicable to similarly situated employees
from engaging in any open-market sales of Stock, the maximum term of such Award will automatically
extend to thirty (30) days following the date the Participant is no longer prohibited from engaging
in such open-market sales.





     (c)
Cash Awards 





          (1) A Participant who is granted a Cash Award shall be entitled to a payment, if any, under
the Award only if all conditions to payment have been satisfied in accordance with the Plan and the
terms of the Award. The Administrator will determine the actual payment, if any, under each Cash
Award. The Administrator may, in its sole and absolute discretion (but subject, for the avoidance
of doubt, to Section 6(a)(9) of the Plan), after determining the amount that would otherwise be
payable for a Performance Period with respect to a Cash Award that is a Performance Award, adjust
(including to zero) the payment, if any, to be made under such Award. Cash Awards granted as
Performance Awards under the Plan will be with respect to a Performance Period greater than one
year, except as otherwise determined by the Administrator.


          (2) The Administrator shall determine the payment dates for Cash Awards under the Plan.
Except as otherwise determined by the Administrator, no payment shall be made under a Cash Award
unless the Participant’s Employment continues through the date such Cash Award is paid. Payments
hereunder are intended to fall under the short-term deferral exception to



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Section 409A and shall be construed and administered accordingly. Notwithstanding the
foregoing, (i) if the documentation establishing the Cash Award provides a specified and
objectively determinable payment date or schedule that satisfies the requirements of Section 409A,
payment under an Award may be made in accordance with such date or schedule, and (ii) the
Administrator may, but need not, permit a Participant to defer payment of a Cash Award beyond the
date that the Award would otherwise be payable, provided, that any such deferral shall be made in
accordance with and subject to the applicable requirements of Section 409A, and that any amount so
deferred shall be adjusted for notional interest or other notional earnings on a basis, determined
by the Administrator, to the extent necessary to preserve the eligibility of the Award payment as
exempt performance-based compensation under Section 162(m).




7. EFFECT OF CERTAIN TRANSACTIONS




     (a) Mergers, Etc. Except as otherwise provided in an Award, the Administrator shall,
in its sole discretion, determine the effect of a Covered Transaction on Awards, which
determination may include, but is not limited to, the following actions:


          (1) Assumption or Substitution. If the Covered Transaction is one in which there is
an acquiring or surviving entity, the Administrator may provide for the assumption or continuation
of some or all outstanding Awards or for the grant of new awards in substitution therefor by the
acquiror or survivor or an affiliate of the acquiror or survivor.


          (2) Cash-Out of Awards. If the Covered Transaction is one in which holders of Stock
will receive upon consummation a payment (whether cash, non-cash or a combination of the
foregoing), then subject to Section 7(a)(5) below the Administrator may provide for payment (a
“cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each
affected Equity Award or portion thereof to the excess, if any, of (A) the fair market value of one
share of Stock times the number of shares of Stock subject to the Award or such portion, over (B)
the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of
an SAR, the aggregate base value above which appreciation is measured), in each case on such
payment terms (which need not be the same as the terms of payment to holders of Stock) and other
terms, and subject to such conditions, as the Administrator determines; provided, that the
Administrator shall not exercise its discretion under this Section 7(a)(2) with respect to an Award
or portion thereof providing for “nonqualified deferred compensation” subject to Section 409A in a
manner that would constitute an extension or acceleration of, or other change in, payment terms if
such change would be inconsistent with the applicable requirements of Section 409A.


          (3) Acceleration of Certain Awards. If the Covered Transaction (whether or not there
is an acquiring or surviving entity) is one in which there is no assumption, continuation,
substitution or cash-out, then subject to Section 7(a)(5) below, the Administrator may provide that
each Equity Award requiring exercise will become fully exercisable, and the delivery of any shares
of Stock remaining deliverable under each outstanding Award of Stock Units (including Restricted
Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated and
such shares will be delivered, prior to the Covered Transaction, in each case on a



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basis that gives the holder of the Award a reasonable opportunity, as determined by the
Administrator, following exercise of the Award or the delivery of the shares, as the case may be,
to participate as a stockholder in the Covered Transaction; provided, that to the extent
acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A would cause the
Award to fail to satisfy the requirements of Section 409A, the Award shall not be accelerated and
the Administrator in lieu thereof shall take such steps as are necessary to ensure that payment of
the Award is made in a medium other than Stock and on terms that as nearly as possible, but taking
into account adjustments required or permitted by this Section 7, replicate the prior terms of the
Award.



          (4) Termination of Awards Upon Consummation of Covered Transaction. Each Award will
terminate upon consummation of the Covered Transaction, other than the following: (i) Awards
assumed pursuant to Section 7(a)(1) above; (ii) Awards converted pursuant to the proviso in Section
7(a)(3) above into an ongoing right to receive payment other than Stock; (iii) outstanding shares
of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to
Section 7(a)(5) below); and (iv) Cash Awards that by their terms, or as a result of action taken by
the Administrator, continue following such Covered Transaction.


          (5) Additional Limitations. Any share of Stock and any cash or other property
delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Equity Award may,
in the discretion of the Administrator, contain such restrictions, if any, as the Administrator
deems appropriate to reflect any performance or other vesting conditions to which the Award was
subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction.
For purposes of the immediately preceding sentence, a cash out under Section 7(a)(2) above or the
acceleration of exercisability of an Award under Section 7(a)(3) above shall not, in and of itself,
be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the
case of Restricted Stock that does not vest in connection with the Covered Transaction, the
Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of
such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject
to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.



     (b) Changes in and Distributions With Respect to Stock


          (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or
combination of shares (including a reverse stock split), recapitalization or other change in the
Company’s capital structure that constitutes an equity restructuring within the meaning of FASB ASC
Topic 718, the Administrator shall make appropriate adjustments to the maximum number of shares
specified in Section 4(a) that may be delivered under the Plan and to the maximum share limits
described in Section 4(c), and shall also make appropriate adjustments to the number and kind of
shares of stock or securities subject to Equity Awards then outstanding or subsequently granted,
any exercise prices relating to Equity Awards and any other provision of Awards affected by such
change.



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          (2) Certain Other Adjustments. The Administrator may also make adjustments of the
type described in Section 7(b)(1) above to take into account distributions to stockholders other
than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator
determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to
preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under
Section 422, the requirements of Section 409A, and the performance-based compensation rules of
Section 162(m), to the extent applicable.


          (3) Continuing Application of Plan Terms. References in the Plan to shares of Stock
will be construed to include any stock or securities resulting from an adjustment pursuant to this
Section 7.



8. LEGAL CONDITIONS ON DELIVERY OF STOCK




     The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to
remove any restriction from shares of Stock previously delivered under the Plan until: (i) the
Company is satisfied that all legal matters in connection with the issuance and delivery of such
shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to be delivered have been listed
or authorized to be listed on such exchange or system upon official notice of issuance; and (iii)
all conditions of the Award have been satisfied or waived. The Company may require, as a condition
to exercise of the Award or delivery of shares of Stock under an Award, such representations or
agreements as counsel for the Company may consider appropriate to avoid violation of such the
Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock
required to be issued to Participants under the Plan will be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or delivery of stock
certificates. In the event that the Administrator determines that stock certificates will be
issued to Participants under the Plan, the Administrator may require that certificates evidencing
Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer
applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable
restrictions.



9. AMENDMENT AND TERMINATION




     The Administrator may at any time or times amend the Plan or any outstanding Award for any
purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any
future grants of Awards; provided, that except as otherwise expressly provided in the Plan the
Administrator may not, without the Participant’s consent, alter the terms of an Award so as to
affect materially and adversely the Participant’s rights under the Award, unless the Administrator
expressly reserved the right to do so at the time of the Award. Any amendments to the Plan shall
be conditioned upon stockholder approval only to the extent, if any, such approval is required by
law (including the Code and applicable stock exchange requirements), as determined by the
Administrator. For the avoidance of doubt, no amendment to the Plan shall be effective unless
approved by stockholders, to the extent stockholder approval is required under the rules of the
applicable stock exchange on which the Stock is admitted to



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trading, if it would reduce the exercise price of any Stock Option previously granted
hereunder or otherwise constitute a repricing and, without the receipt of such approval (to the
extent so required), the Administrator shall not approve a repurchase by the Company for cash or
other property of Stock Options or SARs for which the exercise price or base price, as applicable,
exceeds the fair market value of a share of Stock as of the date of such repurchase.




10. OTHER COMPENSATION ARRANGEMENTS




     The existence of the Plan or the grant of any Award will not in any way affect the Company’s
right to award a person bonuses or other compensation in addition to Awards under the Plan.



11. MISCELLANEOUS




     (a) Waiver of Jury Trial. By accepting an Award under the Plan, each Participant
waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights
under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or
other agreement delivered or which in the future may be delivered in connection therewith, and
agrees that any such action, proceedings or counterclaim shall be tried before a court and not
before a jury. By accepting an Award under the Plan, each Participant certifies that no officer,
representative, or attorney of the Company has represented, expressly or otherwise, that the
Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the
foregoing waivers.



     (b) Limitation of Liability. Notwithstanding anything to the contrary in the Plan,
neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of
the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the
estate or beneficiary of any Participant or to any other holder of an Award by reason of any
acceleration of income, or any additional tax (including any interest and penalties), asserted by
reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by
reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that
nothing in this Section 11(b) shall limit the ability of the Administrator or the Company, in its
discretion, to provide by separate express written agreement with a Participant for a gross-up
payment or other payment in connection with any such acceleration of income or additional tax.



12. ESTABLISHMENT OF SUB-PLANS




     The Board may from time to time establish one or more sub-plans under the Plan for purposes of
satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board will
establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on
the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii)
such additional terms and conditions not otherwise inconsistent with the Plan as the Board deems
necessary or desirable. All supplements adopted by the Board will be deemed to be part of the
Plan, but each supplement will apply only to Participants within the affected



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jurisdiction and the Company will not be required to provide copies of any supplement to
Participants in any jurisdiction that is not affected.




13. GOVERNING LAW




     Except as otherwise provided by the express terms of an Award agreement or under a sub-plan
described in Section 12, the provisions of the Plan and of Awards under the Plan and all claims or
disputes arising out of our based upon the Plan or any Award under the Plan or relating to the
subject matter hereof or thereof will be governed by and construed in accordance with the General
Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all
other matters shall be governed by and construed in accordance with the domestic substantive laws
of the State of Delaware without giving effect to any choice or conflict of laws provision or rule
that would cause the application of the domestic substantive laws of any other jurisdiction.



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EXHIBIT A




Definition of Terms



     The following terms, when used in the Plan, will have the meanings and be subject to the
provisions set forth below:



     “Administrator”: The Compensation Committee, except that the Compensation Committee may
delegate (i) to one or more of its members (or one or more other members of the Board, including
the full Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or
more officers of the Company the power to grant Awards to the extent permitted by Section 157(c) of
the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines
such ministerial tasks as it deems appropriate.



     “Affiliate”: Any corporation or other entity that stands in a relationship to the Company
that would result in the Company and such corporation or other entity being treated as one employer
under Section 414(b) and Section 414(c) of the Code, except that in determining eligibility for the
grant of a Stock Option or SAR by reason of service for an Affiliate, Sections 414(b) and 414(c) of
the Code shall be applied by substituting “at least 50%” for “at least 80%” under Section
1563(a)(1), (2) and (3) of the Code and Treas. Regs. § 1.414(c)-2; provided, that to the extent
permitted under Section 409A, “at least 20%” shall be used in lieu of “at least 50%”; and further
provided, that the lower ownership threshold described in this definition (50% or 20% as the case
may be) shall apply only if the same definition of affiliation is used consistently with respect to
all compensatory stock options or stock awards (whether under the Plan or another plan). The
Company may at any time by amendment provide that different ownership thresholds (consistent with
Section 409A) apply but any such change shall not be effective for twelve (12) months.



     “Award”: Any or a combination of the following:


          (i) Stock Options.


          (ii) SARs.


          (iii) Restricted Stock.


          (iv) Unrestricted Stock.


          (v) Stock Units, including Restricted Stock Units.


          (vi) Performance Awards.


          (vii) Cash Awards.



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     (viii) Awards (other than Awards described in (i) through (vii) above) that are
convertible into or otherwise based on Stock.



     “Board”: The Board of Directors of the Company; provided, however, that if the Company is a
direct or indirect subsidiary of a publicly held corporation, it shall mean the Board of Directors
of the publicly held corporation.



     “Cash Award”: An Award denominated in cash.



     “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or
any successor statute as from time to time in effect.



     “Compensation Committee”: In the event that the Company is a direct or indirect subsidiary of
a publicly held corporation, the Compensation Committee shall mean the Compensation Committee of
the Board of the publicly held corporation; otherwise, Compensation Committee shall mean the
Compensation Committee of the Board.



     “Company”: RXi Pharmaceuticals Corporation.



     “Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series
of related transactions, including a sale or other disposition of stock, in which the Company is
not the surviving corporation or which results in the acquisition of all or substantially all of
the Company’s then outstanding common stock by a single person or entity or by a group of persons
and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the
Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered
Transaction involves a tender offer that is reasonably expected to be followed by a merger
described in clause (i) (as determined by the Administrator), the Covered Transaction shall be
deemed to have occurred upon consummation of the tender offer.



     “Employee”: Any person who is employed by the Company or an Affiliate.



     “Employment”: A Participant’s employment or other service relationship with the Company and
its Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides
otherwise, so long as the Participant is employed by, or otherwise is providing services in a
capacity described in Section 5 to the Company or its Affiliates. If a Participant’s employment or
other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the
Participant’s Employment will be deemed to have terminated when the entity ceases to be an
Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.
Notwithstanding the foregoing and the definition of “Affiliate” above, in construing the provisions
of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section
409A) upon a termination or cessation of Employment, references to termination or cessation of
employment, separation from service, retirement or similar or correlative terms shall be construed
to require a “separation from service” (as that term



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is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other
corporations and trades or businesses, if any, that would be treated as a single “service
recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company
may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any
of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for
purposes of determining whether a “separation from service” has occurred. Any such written
election shall be deemed a part of the Plan.




     “Equity
Award”: Awards other than Cash Awards.



     “ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of
Section 422. Each option granted pursuant to the Plan will be treated as providing by its terms
that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly
designated as an ISO.



     “Participant”: A person who is granted an Award under the Plan.



     “Performance Award": An Award subject to Performance Criteria. The Committee in its
discretion may grant Performance Awards that are intended to qualify as exempt performance-based
compensation under Section 162(m) and Performance Awards that are not intended so to qualify.



     “Performance
Criteria”: For a Performance Period, specified criteria, other than the mere
continuation of Employment or the mere passage of time, the satisfaction of which is a condition
for the grant, exercisability, vesting or full enjoyment of an Award. For purposes of Awards that
are intended to qualify for the performance-based compensation exception under Section 162(m), a
Performance Criterion will mean an objectively determinable measure of performance relating to any
or any combination of the following (measured either absolutely or by reference to an index or
indices and determined either on a consolidated basis or, as the context permits, on a divisional,
subsidiary, line of business, project or geographical basis or in combinations thereof): sales;
revenues; assets; expenses; earnings before or after deduction for all or any portion of interest,
taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or
per share basis; return on equity, investment, capital or assets; one or more operating ratios;
borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow;
stock price; stockholder return; sales of particular products or services; customer acquisition or
retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic
alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations,
restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion
and any targets with respect thereto determined by the Administrator need not be based upon an
increase, a positive or improved result or avoidance of loss. To the extent consistent with the
requirements for satisfying the performance-based compensation exception under Section 162(m), the
Administrator may establish that in the case of any Award intended to qualify for such exception
that one or more of the Performance Criteria applicable to such Award will be adjusted in an
objectively determinable manner to reflect events (for example, the impact



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of charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary
items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting
changes, each as defined by U.S. generally accepted accounting principles) occurring during the
Performance Period that affect the applicable Performance Criterion or Criteria.




     “Plan”: The RXi Pharmaceuticals Corporation 2011 Long Term Incentive Plan as from time to
time amended and in effect.



     “Restricted Stock”: Stock subject to restrictions requiring that it be redelivered or offered
for sale to the Company if specified conditions are not satisfied.



     “Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash
in lieu of Stock is, subject to the satisfaction of specified performance or other vesting
conditions.



     “SAR”: A right entitling the holder upon exercise to receive an amount (payable in cash or in
shares of Stock of equivalent value) equal to the excess of the fair market value (as defined in
Section 6(b)) of the shares of Stock subject to the right over the base value from which
appreciation under the SAR is to be measured.



     “Section 409A”: Section 409A of the Code.



     “Section 422”: Section 422 of the Code.



     “Section 162(m)”: Section 162(m) of the Code.



     “Stock”: Common stock of the Company, par value $[•] per share.



     “Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the
exercise price.



     “Stock
Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver
Stock or cash measured by the value of Stock in the future.



     Substitute Awards”: Awards that are the result of converting, replacing, or adjusting equity
awards of an acquired company in connection with the acquisition.



     “Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award.




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