RETENTION AND INCENTIVE AGREEMENT
This Retenion and Incentive Agreement (this “Agreement”) is made as of January 28, 2009 (the “Effective
Date”) by and between Adventrx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mark E.
Erwin, an individual resident of the State of California (“Employee”). Certain capitalized terms used in this
Agreement are defined in Section 12 below.
1. At-Will Employment . Employee’s employment is and shall continue to be at-will, as defined under
applicable law. If Employee’s employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, awards or compensation other than as provided by this Agreement or required by
applicable law, or as may otherwise be established under the Company’s then existing employee benefit plans or
policies at the time of termination.
2. Severance Benefits . If Employee’s employment with the Company terminates as a result of an Involuntary
Termination at any time, and Employee delivers (and does not revoke) the Release (as defined in Section 8 below),
then Employee shall be entitled to an amount payable by the Company to Employee equal to the Severance
Payment, less applicable withholdings, which amount shall be payable in a lump-sum on the date determined
pursuant to Section 8.
3. Issuance of Restricted Stock Units . The Company shall execute a Notice of Grant of Restricted Stock
Units in substantially the form of Exhibit A attached hereto pursuant to which Employee shall be granted an award
of Restricted Stock Units pursuant to the Company’s 2008 Omnibus Incentive Plan (the “Award”); provided,
however, that the Company has received a written waiver under that certain Rights Agreement, dated July 25,
2005, as amended (the “Rights Agreement”), that allows the Company to grant the Award without complying with
the participation rights (and any related rights, including rights to notice) set forth in the Rights Agreement.
4. Other Terminations . If Employee’s employment with th