ADVENTRX PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN
1. Purpose. The 2005 Equity Incentive Plan (the “Plan” ) of ADVENTRX Pharmaceuticals, Inc., a Delaware
corporation (the “Company” ), is intended to encourage ownership of Stock by employees, consultants and
directors of the Company and Affiliates and to provide additional incentive for them to promote the success of
the Company’s business through the grant of Awards. The Plan is intended to be an incentive stock option plan
within the meaning of Section 422 of the Code, but not all Awards are required to be Incentive Options.
2. Definitions. As used in the Plan, the terms set forth below shall have the meanings set forth below:
2.1 Accelerate , Accelerated , and Acceleration means: (a) when used with respect to an Option or Stock
Appreciation Right, that as of the time of reference the Option or Stock Appreciation Right will become
exercisable with respect to some or all of the Stock or Stock Appreciation Right for which it was not then
otherwise exercisable by its terms; (b) when used with respect to Restricted Stock or Restricted Stock Units,
that the Risk of Forfeiture otherwise applicable to such Stock or Restricted Stock Units shall expire with respect
to some or all of the Restricted Stock or Units then still otherwise subject to the Risk of Forfeiture; and (c) when
used with respect to Performance Units, that the applicable Performance Goals shall be deemed to have been
met as to some or all of the Units.
2.2 Acquisition means a merger or consolidation of the Company with or into another person or the sale,
transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a
single transaction or series of related transactions.
2.3 Affiliate means any corporation, partnership, limited liability company, business trust, or other entity
controlling, controlled by or under common control with the Company.
2.4 Award means any grant or sale