ZIOPHARM ONCOLOGY, INC AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS
Exhibit
10.2
ZIOPHARM
ONCOLOGY, INC
AMENDMENT
TO INCENTIVE STOCK OPTION AGREEMENTS
This
agreement (the “Amendment”) is entered into as of January 12, 2007, by and
between Xxxxxx Xxxxx Xxxx (the “Employee”) and ZIOPHARM Oncology, Inc. a
Delaware corporation (the “Company”).
WHEREAS,
the Employee and the Company have entered into Stock Option Agreements dated
as
of April 26, 2006, June 8, 2005, January 27, 2004, and January 15, 2004
(together with certain Addenda reflecting modifications attributable to
recapitalization events, the “Stock Option Agreements”);
WHEREAS,
pursuant to the terms of those Option Agreements, certain of the options
granted
pursuant to the Option Agreements dated as of June 8, 2005, January 27, 2004
and
January 15, 2004 remain unvested as of the date hereof (the “Unvested
Options”);
WHEREAS,
the Employee’s employment with the Company will terminate effective January 14,
2007;
WHEREAS,
except as otherwise provided in this Amendment, the Unvested Options would
expire as of the date of such termination of the Employee’s employment;
and
WHEREAS,
in consideration of the Employee’s past services to the Company and the
Employee’s entering into a Consulting Agreement with the Company dated as of the
date hereof, the Committee (as such term is defined in the Company’s 2003 Stock
Option Plan) has determined that all of the Unvested Options shall become
fully
vested as of the date hereof.
NOW
THEREFORE, the Employee and the Company agree as follows:
1. All
of
the options granted pursuant to the Stock Option Agreement dated as of April
26,
2006, have previously become fully vested pursuant to the terms of that Stock
Option Agreement; 8,349 options granted pursuant to the Stock Option Agreement
dated as of June 8, 2005, as previously modified, have previously become
fully
vested pursuant to the terms of that Stock Option Agreement; 15,029 options
granted pursuant to the Stock Option Agreement dated as of January 27, 2004,
as
previously modified, have previously become fully vested pursuant to the
terms
of that Stock Option Agreement; and 1,712 options granted pursuant to the
Stock
Option Agreement dated as of January 15, 2004, as previously modified, have
previously become fully vested pursuant to the terms of that Stock Option
Agreement.
2. All
of
the Unvested Options granted pursuant to the Stock Option Agreement dated
as of
June 8, 2005, as previously modified (being 8,350 options which otherwise
would
become vested on June 8, 2007 and 8,349 options which otherwise would become
vested on June 8, 2008), shall be immediately fully vested.
3. All
of
the Unvested Options granted pursuant to the Stock Option Agreement dated
as of
January 27, 2004, as previously modified (being 7,514 options which otherwise
would become vested on January 15, 2007), shall be immediately fully
vested.
4. All
of
the Unvested Options granted pursuant to the Stock Option Agreement dated
as of
January 15, 2004, as previously modified (being 855 options which otherwise
would become vested on January 15, 2007), shall be immediately fully
vested.
5, Except
as
the vesting provisions are expressly amended by this Amendment, all of the
terms
and conditions of the Stock Option Agreements shall remain in full force
and
effect in accordance with their terms.
6. The
Employee acknowledges that all of the Options granted pursuant to the Stock
Option Agreements, including without limitation those whose vesting is
accelerated pursuant to the terms of this Amendment, to the extent they have
not
previously been exercised, remain exercisable until the date that is ninety
(90)
days following termination of the Employee’s employment with the Company and, if
unexercised, shall expire on such date.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
EMPLOYEE
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Name:
Xxxxxx Xxxxx Xxxx
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ZIOPHARM
Oncology, Inc.
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Name: |
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