DIRECTORS' DEFERRED COMPENSATION PLAN

Exhibit 10.49

GT x, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(AMENDED AND RESTATED
EFFECTIVE NOVEMBER 4, 2008)

GTX, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

Table of Contents

ARTICLE I
DEFINITIONS

     1.1 “Board” shall mean the Board of Directors of GTx, Inc.

     1.2 “Cash Account” shall mean the account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive deferred cash compensation under Article II hereof.

     1.3 “Common Stock” shall mean the Common Stock of the Company.

     1.4 “Company” means GTx, Inc.

     1.5 “Director” shall mean a member of the Board of Directors of the Company who is not an employee of the Company or any of its subsidiaries.

     1.6 “Fees” shall mean amounts earned for serving as a member of the Board, including any committees of the Board.

     1.7 “He”, “Him” or “His” shall apply equally to male and female members of the Board.

     1.8 “Plan” shall mean the GTx, Inc. Directors’ Deferred Compensation Plan, as it may be amended from time to time.

     1.9 “Stock Account” shall mean the account created by the Company pursuant to Article III of this Plan in accordance with an election by a Director to receive stock compensation under Article II hereof.

     1.10 “Stock Value” shall mean, for any given day, the closing price of the Company’s Common Stock as reported on the Nasdaq Stock Market (“Nasdaq”) on the business day immediately preceding such day, except as otherwise provided in the Plan. If the closing price is not available from Nasdaq for the Common stock on a business day immediately preceding the date in question, then the immediately preceding practicable date for which such closing price is available shall be used.

     1.11 “Year” shall mean calendar year.

ARTICLE II
ELECTION TO DEFER

     2.1 A Director may elect, on or before December 31 of any Year, to defer payment of all or a specified part of all Fees earned during the Year following such election. Any person who shall become a Director during any Year, and who was not a Director of the

Company on the preceding December 31, may elect, within thirty (30) days after becoming a Director, to defer payment of all or a specified part of such Fees earned during the remainder of such Year.

     2.2 The election to participate in the Plan and defer payments under the Plan shall be designated by submitting a letter in the form attached hereto as Appendix A to the Secretary of the Company by the applicable date under Paragraph 2.3.

     2.3 The election is irrevocable with respect to the Year to which it relates upon the submission of such election to the Secretary of the Company. The election first submitted by a Director shall remain effective with respect to Fees earned during subsequent Years, unless the Director terminates it by written request delivered to the Secretary of the Company prior to the commencement of the Year for which the termination is first effective.

ARTICLE III
DEFERRED COMPENSATION ACCOUNTS

     3.1 The Company shall maintain separate memorandum accounts for the Fees deferred by each Director. Each Director shall be fully vested at all times in any amounts credited to his Cash Account and Stock Account.

     3.2 The Company shall credit, on the date Fees become payable, to the Cash Account of each Director the deferred portion of any Fees due the Director as to which an election to receive cash has been made. Fees deferred in the form of cash (and interest thereon) shall be held in the general funds of the Company.

     3.3 On the first day of each quarter, the Company shall credit the Cash Account of each Director with interest calculated on the basis of the balance in such account on the first day of each month of the preceding quarter at the prime rate of interest then in effect at First Horizon National Bank, Memphis, Tennessee, or if no such rate shall be available, then such rate of interest as is then published in the Wall Street Journal as the prevailing prime rate of interest.

     3.4 The Company shall credit the Stock Account of each Director who has elected to receive deferred compensation in the form of Common Stock with the number of shares of Common Stock equal in value to (i) the deferred portion of any Fees due the Director as to which an election to receive Common Stock has been made, divided by the Stock Value on the date such Fees otherwise would have been paid, (ii) any cash dividends (or the fair market value of dividends paid in property other than dividends payable in Common Stock) payable on the number of shares of Common Stock represented in each Director’s Stock Account, divided by the Stock Value on the date such cash dividends are paid, and (iii) any stock dividends payable on the number of shares of Common Stock represented in each Director’s Stock Account, equal in value to the Stock Value of such stock dividends on the date such stock dividends are paid. Credits that are made to each Director’s Stock Account pursuant to the preceding sentence shall be made, with respect to any Fees, on the date that such Fees become payable and, with respect to any dividends, on the date that such dividends are paid on Common Stock. If adjustments are