ZIOPHARM Oncology, Inc.
Stock Option Agreement
This Stock Option Agreement is made and entered into as of the ___ day of ______________, 200__,
between _____________________ (“ Director ”) and ZIOPHARM Oncology, Inc., a Delaware corporation
(the “ Company ”).
Director is serving as a member of the Board of Directors of the Company (the “ Board ”)
and is not an employee of the Company or any of its subsidiaries (a “ Non-Employee Director ”) and the
Company desires to award Director for his or her services to the Company.
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:
Incorporation by Reference . The terms and conditions of the Plan, a copy of which has
been delivered to Director, 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,
including without limitation the stockholder approval requirement set forth in Section 11 below, the Company
hereby irrevocably grants from the Plan to Director 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 Director. Except as provided herein in paragraph