HANA BIOSCIENCES, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this “ Agreement ”) made effective as of June 30, 2006, is by and
between Hana Biosciences, Inc., a Delaware corporation having a place of business at 400 Oyster Point
Boulevard, Suite 215, South San Francisco, California 94080 (the “ Company ”), and Fred L. Vitale (“
Pursuant to the Stock Option Agreement between the Company and the Executive dated
February 1, 2004 (the “ Stock Option ”), the Company granted Executive an option to purchase 141,007 shares
of the Company’s common stock, as adjusted to reflect stock splits, combinations, mergers and other
adjustments prior to the date hereof.
Due to the tax implications of Section 409A of the Internal Revenue Code of 1986, as amended
(the “ Code ”), the Company and Executive have agreed to amend the Stock Option in order to increase the
exercise price thereof to equal the fair market value of the common stock as of the date of the Stock Option
pursuant to an Amendment to Stock Option Agreement of even date herewith between the Company and
To compensate Executive for the increase to the exercise price, the Company desires to issue
Executive 7,377 shares of restricted common stock, subject to the terms set forth herein and subject to the terms
of the Stock Incentive Plan.
Now, Therefore , it is agreed as follows:
Grant of Stock . Subject to the terms and provisions of this Agreement and the Company’s
2004 Stock Incentive Plan (the “ Stock Incentive Plan ”), the Company hereby grants to Executive 7,377 shares
of Company 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 Executive’s