Exhibit
10.1
Form
of Restricted Stock Agreement
ZIOPHARM Oncology, Inc.
Restricted Stock Agreement
This
Restricted Stock Agreement (this
“
Agreement ”)
made effective as of _____________, 200__, is by and between
ZIOPHARM Oncology, Inc., a Delaware corporation (the “
Company ”),
and _________________________ (the “
Employee ”).
Background
A.
Employee
has been hired to serve as an employee of the Company or the
Company desires to induce Employee to continue to serve the
Company as an employee.
B.
The
Company has adopted the 2003 Stock Option Plan (the
“
Plan ”)
pursuant to which shares of common stock of the Company have been
reserved for issuance under the Plan.
Now,
Therefore ,
the parties hereto agree as follows:
1.
Grant of Stock .
Subject to the terms and provisions of this Agreement and the Plan,
the Company hereby grants to Employee ______________________
(_______) shares of the Company’s 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 Employee’s name evidencing the Shares (the
“
Stock Certificate ”).
Employee shall immediately thereafter deposit with the Company,
together with a stock power endorsed in blank by Employee, the
Stock Certificate to be held by the Company until such time as the
restrictions set forth herein and under the 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 (including conditions of forfeiture) contained in
the 2003 Stock Option Plan of ZIOPHARM Oncology, Inc. (the
“Company”), and an agreement entered into between
the registered owner and the Company. A copy of the 2003 Stock
Option Plan and the agreement is on file in the office of the
secretary of the Company.
2.
Rights of Employee .
Upon the execution of this Agreement and issuance of the Shares,
Employee 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.
Notwithstanding
the preceding paragraph, the Company’s compensation
committee may, in its discretion, instruct the Company to
withhold any stock dividends or stock splits issued on or with
respect to Shares that are subject to the restrictions
provided for in paragraph 3 of this Agreement, which stock
dividends or splits shall also be subject to the restrictions
provided for in paragraph 3 of this Agreement.
3.
Restrictions .
Employee agrees that, in addition to the restrictions set forth in
the Plan, at all times prior to the vesting of the Shares as
contemplated by paragraph 4 hereof:
(a)
Employee
shall not sell, transfer, pledge, hypothecate or otherwise
encumber the Shares; and
(b)
In
the event of termination of Employee’s employment with
the Corporation (
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