Ziopharm Oncology, Inc.
Incentive Stock Option Agreement
This Stock Option Agreement is made and entered into as of the ___ day of ___________, 200__,
between _________________ (“ Employee ”) and ZIOPHARM Oncology, Inc., a Delaware corporation (the
“ Company ”).
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.
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.
N OW , T HEREFORE , the parties hereto agree as follows:
Incorporation by Reference . The terms and conditions of the Plan, a copy of which
has been delivered to Employee, are hereby incorporated herein and made a part hereof by reference as if set
forth in full. In the event of any conflict or inconsistency between the provisions of this Agreement and those of
the Plan, the provisions of the Plan shall govern and control.
Grant of Option; Purchase Price . Subject to the terms and conditions herein set forth,
the Company hereby irrevocably grants from the Plan to Employee the right and option, hereinafter called the “
Option ”, to purchase all or any part of an aggregate of the number of shares of common stock, $.001 par value
per share, of the Company (the “ Shares ”) set forth at the end of this Agreement after “ Number of Shares :”
at the price per Share set forth at the end of this Agreement after “ Purchase Price: ”.
Exercise and Vesting of Option . The Option shall be exercisable only to the extent
that all, or any portion thereof, has vested in the Employee. Except as provided herein in paragraph 4, the Option
shall vest in Employee in ___ annual installments beginning on the first anniversary of the date of this Agreement
and continuing on each subsequent anniversary date, so long as Employee remains an