EXHIBIT
      10.13

     

    


     

    HANA
      BIOSCIENCES, INC.

     

    RESTRICTED
      STOCK AGREEMENT

     

    


     

    This
      Restricted Stock Agreement (this
      “Agreement”)
      made
      effective as of June 30, 2006, is by and between Hana Biosciences, Inc., a
      Delaware corporation having a place of business at 400 Oyster Point Boulevard,
      Suite 215, South San Francisco, California 94080 (the “Company”),
      and
      Fred L. Vitale (“Executive”).

     

     

    INTRODUCTION

     

    A.  Pursuant
      to the Stock Option Agreement between the Company and the Executive dated
      February 1, 2004 (the “Stock
      Option”),
      the
      Company granted Executive an option to purchase 141,007 shares of the Company’s
      common stock, as adjusted to reflect stock splits, combinations, mergers and
      other adjustments prior to the date hereof.

    


    B.  Due
      to
      the tax implications of Section 409A of the Internal Revenue Code of 1986,
      as
      amended (the “Code”),
      the
      Company and Executive have agreed to amend the Stock Option in order to increase
      the exercise price thereof to equal the fair market value of the common stock
      as
      of the date of the Stock Option pursuant to an Amendment to Stock Option
      Agreement of even date herewith between the Company and Executive.

    


    C.  To
      compensate Executive for the increase to the exercise price, the Company desires
      to issue Executive 7,377 shares of restricted common stock, subject to the
      terms
      set forth herein and subject to the terms of the Stock Incentive
      Plan.

     

    AGREEMENT

     

    Now,
      Therefore,
      it is
      agreed as follows:

     

    1.  Grant
      of Stock.
      Subject
      to the terms and provisions of this Agreement and the Company’s 2004 Stock
      Incentive Plan (the “Stock
      Incentive Plan”),
      the
      Company hereby grants to Executive 7,377 shares of Company common stock (such
      shares are referred to hereinafter as the “Shares”).
      Upon
      the execution of this Agreement, the Shares shall be registered on the books
      of
      the Company, and the Company shall cause the transfer agent and registrar of
      its
      common stock to issue a certificate in Executive’s name evidencing the Shares
      (the “Stock
      Certificate”).
      Executive shall immediately thereafter deposit with the Company, together with
      a
      stock power endorsed in blank by Executive, the Stock Certificate to be held
      by
      the Company until such time as the restrictions set forth herein and under
      the
      Stock Incentive Plan have lapsed pursuant to paragraph 4 of this Agreement.
      The
      Stock Certificate shall bear a legend in substantially the following
      form:

     

    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions of a Restricted Stock Agreement
      dated June 30, 2006 entered into between the registered owner and the Company.
      A
      copy of the agreement is on file in the office of the secretary of the
      Company.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Rights
      of Executive.
      Upon
      the execution of this Agreement and issuance of the Shares, Executive shall
      become a stockholder with respect to the Shares and shall have all of the rights
      of a stockholder with respect to the Shares, including the right to vote the
      Shares and to receive all dividends and other distributions paid with respect
      to
      the Shares; provided,
      however,
      that
      the Shares shall be subject to the restrictions set forth in paragraph 3 of
      this
      Agreement.

     

    3. Restrictions.
      Executive agrees that, in addition to the restrictions set forth in the Stock
      Incentive Plan, at all times prior to the vesting of the Shares as contemplated
      by paragraph 4 hereof:

     

    (a) Executive
      shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares;
      and

     

    (b) If
      Executive’s employment with the Company is terminated for any reason whatsoever,
      or Executive violates the terms of any confidentiality agreement,
      non-solicitation covenant or covenant not to compete, however delineated, then,
      subject to paragraph 4 hereof, Executive shall, for no consideration, forfeit
      and transfer to the Company all of the Shares that remain subject to the
      restrictions set forth in this paragraph 3.

     

    4. Lapse
      of Restrictions.
      The
      restrictions set forth in paragraph 3 shall lapse on January 1, 2007. Upon
      request of Executive at any time after the date that the restrictions set forth
      in paragraph 3 of this Agreement have lapsed and the Shares have become vested,
      free and clear of all restrictions, except as provided in the Stock Incentive
      Plan, the Company shall remove any restrictive notations placed on the books
      of
      the Company and the Stock Certificate in connection with such
      restrictions.

     

    5. Copy
      of 2004 Stock Incentive Plan.
      By the
      execution of this Agreement, Executive acknowledges receipt of a copy of the
      Stock Incentive Plan, the terms of which are hereby incorporated herein by
      reference and made a part hereof by reference as if set forth in
      full.

     

    6. Administration.
      This
      Agreement shall at all times be subject to the terms of the Stock Incentive
      Plan. The Board of Directors of the Company (the “Board”)
      or, if
      delegated to a committee of the Board of Directors of the Company under the
      Stock Incentive Plan, the committee (the “Committee”)
      shall
      have the sole and complete discretion with respect to all matters reserved
      to it
      by the Stock Incentive Plan and decisions of the Board or the Committee with
      respect thereto and to this Agreement shall be final and binding upon Executive.
      In the event of any conflict between the terms of this Agreement and the Stock
      Incentive Plan, the provisions of the Stock Incentive Plan shall govern and
      control.

     

    7. Continuation
      of Employment.
      This
      Agreement shall not confer upon Executive, and shall not be construed to confer
      upon Executive, any right to continue in the employ of the Company for any
      period of time, and shall not limit the rights of the Company in its sole
      discretion (absent any other agreements to the contrary), to terminate the
      employment of Executive at any time, with or without cause, for any reason
      or no
      reason, or to change Executive’s job responsibilities or rate of
      compensation.

     

    8. Withholding
      of Tax.
      To the
      extent that the receipt of the Shares or the lapse of any restrictions thereon
      results in income to Executive for federal or state income-tax purposes,
      Executive shall deliver to the Company at the time of such receipt or lapse,
      as
      the case may be, such amount of money or shares of unrestricted stock as the
      Company may require to meet its withholding obligation under applicable tax
      laws
      or regulations, and, if Executive fails to do so, the Company is authorized
      to
      withhold from any cash or stock remuneration then or thereafter payable to
      Executive any tax required to be withheld by reason of such resulting
      compensation income. The Executive may have Shares withheld to satisfy the
      withholding tax obligation pursuant to an election under the Stock Incentive
      Plan.

     

    
      
        
        

      

      
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    9. Section
      83(b) Election.
      Executive understands that he (and not the Company) shall be responsible for
      his
      own federal, state, local or foreign tax liability and any of his other tax
      consequences that may arise as a result of the transactions contemplated by
      this
      Agreement. Executive shall rely solely on the determinations of his tax advisors
      or his own determinations, and not on any statements or representations by
      the
      Company or any of its agents, with regard to all such tax matters. Executive
      understands that Section 83 of the Code taxes as ordinary income the difference
      between the amount paid for the Shares and the fair market value of the Shares
      as of the date any restrictions on the Shares lapse. In this context,
“restriction” includes without limitation the vesting restrictions set forth in
      paragraph 4 hereof. “Restriction” with respect to officers, directors and 10%
      stockholders also means the period during which such officer, director and
      10%
      stockholders could be subject to suit under Section 16(b) of the Securities
      Exchange Act of 1934 in connection with a sale. Executive understands that
      Executive may elect to be taxed at the time the Shares are received rather
      than
      when and as the restrictions on the Shares lapse or expire by filing an election
      under Section 83(b) of the Code with the Internal Revenue Service within 30
      days
      from the date of the acquisition. In the event Executive files an election
      under
      Section 83(b) of the Code, such election shall contain all information required
      under the applicable treasury regulation(s) and Executive shall deliver a copy
      of such election to the Company contemporaneously with filing such election
      with
      the Internal Revenue Service.

     

    EXECUTIVE
      ACKNOWLEDGES THAT IT IS EXECUTIVE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
      FILE TIMELY THE ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF EXECUTIVE
      REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON EXECUTIVE’S
      BEHALF.

     

    10. Governing
      Law.
      This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of Delaware applicable to contracts executed and to be performed
      therein.

     

    11. Amendments.
      This
      Agreement may be amended only by a written agreement executed by the Company
      and
      Executive.

     

    12. Entire
      Agreement.
      This
      Agreement embodies the entire agreement made between the parties hereto with
      respect to matters covered herein and shall not be modified except in accordance
      with paragraph 11 of this Agreement.

     

    13. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute but one and the same
      agreement. Signatures hereto may be delivered by facsimile or other means of
      electronic transmission, and signatures so delivered shall be valid and binding
      to the same extent as original signatures.

     

    SIGNATURES
      APPEAR ON FOLLOWING PAGE

     


    
      
        
        

      

      
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    In
      Witness Whereof,
      the
      parties have executed this Restricted Stock Agreement to be effective as of
      the
      date first set forth above.

     

    
      	 	 	 
	 	HANA
              BIOSCIENCES, INC.:
	 
 	 
 	 
 
	 	By:  	/s/
              John
              P. Iparraguirre
	 	
              
John
              P. Iparraguirre
	 	Vice
              President, Chief Financial Officer
	 	 
	 	EXECUTIVE:
	 	Fred L.
              Vitale
	 	
              

              Fred L. Vitale




     

    
 

    
      
        
        

      

      
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