VP Sales & Marketing Employment Agreement, dated August 26, 2005

EMPLOYMENT AGREEMENT


This Employment Agreement (this "Agreement") is made and entered into as of August 26, 2005 (the "Effective Date") by and between GTX, INC., located at 3 North Dunlap, Memphis, Tennessee 38163 (the "Employer"), and GREGORY A. DEENER (the "Employee"), residing at 245 Brenrich Cove North, Memphis, Tennessee 38117.


WHEREAS, Employee has been employed by Employer since February 9, 2004, and as a result of Employee becoming an officer of Employer, the Employer desires to enter into this Agreement to retain the services of Employee as Vice President of Sales & Marketing; and


WHEREAS, the Employer and the Employee desire to enter into this Agreement to set forth terms and conditions of the employment relationship between the Employer and the Employee; and


WHEREAS, during the course of Employee's employment with the Employer, the Employer will train and continue to train Employee and to impart to Employee proprietary, confidential, and/or trade secret information, data and/or materials of the Employer; and


WHEREAS, the Employer has a vital interest in maintaining its confidential information and trade secrets, as well as rights to inventions, since doing so allows the Employer to compete fairly and enhances the value of the Employer to shareholders and job security for employees; and


WHEREAS, the Employer desires to procure the services of Employee and Employee is willing to be employed and continue to be employed with the Employer upon the terms and subject to the conditions set forth in this Agreement;


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the employment and continued employment of Employee in accordance with the terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree and covenant as follows:


1. DEFINITIONS


For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.


"AGREEMENT" has the meaning set forth in first paragraph of this Agreement.


"BASIC COMPENSATION" means Salary and Benefits.


"BENEFITS" means as defined in Section 3.1(b).


"BOARD OF DIRECTORS" means the Board of Directors of the Employer.


"CEO" has the meaning set forth in Section 2.2.


"CHANGE OF CONTROL" means any of the following events: (a) the sale or other disposition of all or substantially all of the assets of Employer in a single transaction or in a series of transactions (including, without limitation, any liquidation or dissolution of Employer); (b) any Person or group becomes the beneficial owner, directly, or indirectly, of securities of the Employer, other than J.R. Hyde, III and/or Mitchell S. Steiner and their respective Affiliates, representing more than fifty percent (50%) of the combined voting power of the Employer's then outstanding securities other than by virtue of a merger, consolidation or similar transaction; or (c) a merger or consolidation of Employer with or into any other entity, if immediately after giving effect to such transaction more than fifty percent (50%) of the issued and outstanding voting stock of the surviving entity of such transaction is held by persons who were not holders (taking into account their individual and affiliated holdings) as of the Effective Date of at least twenty percent (20%) of the voting stock of Employer. For such purposes, "voting stock" shall mean the capital stock of Employer of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of members of the Board of Directors (or Persons performing similar functions) of Employer. A Change of Control shall not include: (1) any transfer or issuance of stock of Employer to one or more of Employer's lenders (or to any agents or representatives thereof) in exchange for debt of Employer owed to any such lenders; (2) any transfer of stock of Employer to or by any person or entity, including but not limited to one or more of the Employer's lenders (or to any agents or representatives thereof), pursuant to the terms of any pledge of said stock as collateral for any loans or financial accommodations to Employer and/or its subsidiaries; (3) any transfer or issuance to any person or entity, including but not limited to one or more of Employer's lenders (or to any agents or representatives thereof), in connection with the workout or restructuring of Employer's debts to any one of Employer's lenders, including but not limited to the issuance of new stock in exchange for any equity contribution to Employer in connection with the workout or restructuring of such debt; (4) any transfer of stock by a stockholder of Employer which is a partnership or corporation to the partners or stockholders in such stockholder or any transfer of stock by a stockholder of Employer to an entity affiliated with such stockholder or the immediate family of such stockholder or a trust or similar entity for the benefit of such family members; or (5) any transfer or issuance of stock in connection with an offering of the Employer's stock in a registered public transaction not involving a transaction described in Rule 145, promulgated under the Securities Act of 1933, as amended, provided that the Employer's officers and Board of Directors shall not materially change as a result thereof.


"CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause of the Employee's employment by the Employer within six (6) months after a Change of Control or (ii) the Employee's resignation for Good Reason within six (6) months after a Change of Control.


"COMPETING BUSINESS" means any individual or entity, other than the Employer, that is engaging in, or proposes to engage in, the development, manufacture, distribution or sale of a Competing Product in North America, Europe, Japan, China, Taiwan or South Korea; provided however, that an entity that develops, manufactures, distributes or sells a Competing Product in a separate business unit than the business unit in which Employee is then employed shall not be deemed a Competing Business unless Employee provides Confidential Information and/or


Proprietary Information to the business unit that is engaging in or proposes to engage in the development, manufacture, distribution or sale of a Competing Product.


"COMPETING PRODUCT" means any pharmaceutical or other compound, composition, formulation, method, process, product or material that is competitive with any product of Employer under development, manufacture, distribution or commercialization at any time from and after the Effective Date through the date of termination of Employee's employment that has been tested or is then currently being tested in at least a Phase II clinical trial in humans to determine both safety and efficacy, including, without limitation, small molecules that target androgen, glucocorticoid and/or estrogen receptors for purposes of treating, diagnosing, or imaging humans in health and disease, selective cytopathic viruses, such as vesicular stomatitus virus (rhabdoviridae), that target and destroy selected cells, and pharmaceutical products that are focused on prostate cancer therapy.


"CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and all:


(a) information disclosed to Employee or known by Employee as a consequence of, or through, Employee's employment with the Employer since his date of employment on February 9, 2004 (including information conceived, originated, discovered, or developed in whole or in part by Employee), not generally known in the relevant trade or industry, about the Employer's business, products, processes, and services; and trade secrets concerning the business and affairs of the Employer, product specifications, data, know-how, formulae, compositions, research, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information); and any other information, however documented, that is a trade secret within the meaning of Tenn. Code Section 39-14-138; and


(b) information concerning the business and affairs of the Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and


(c) intellectual property, inventions, methods, processes, techniques, computer programs, devices, products, services, compounds, gene therapy products, pharmaceuticals, substances, vectors, enzymes, genes, concepts, discoveries, improvements, and designs, whether or not patentable in the United States or foreign countries, any trade secrets, information, procedures, technologies, data, results, conclusions, know-how or show-how and business information; and


(d) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing.


"EFFECTIVE DATE" means the date stated in the first paragraph of the Agreement.


"EMPLOYEE" has the meaning stated in the first paragraph of this Agreement.


"EMPLOYEE INVENTION" means any idea, invention, technique, modification, process, improvement (whether patentable or not), industrial design (whether registerable or not), work of authorship (whether or not copyright protection may be obtained for it), design, copyrightable work, discovery, trademark, copyright, trade secret, formula, device, method, compound, gene, prodrug, pharmaceutical, structure, product concept, marketing plan, strategy, customer list, technique, blueprint, sketch, record, note, drawing, know-how, data, patent application, continuation application, continuation-in-part application, file wrapper continuation application or divisional application, created, conceived, or developed by the Employee, either solely or in conjunction with others, during the Employee's employment, or a period that includes a portion of the Employee's employment, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer, and any such item created by the Employee, either solely or in conjunction with others, following termination of the Employee's employment with the Employer, that is based upon or uses Confidential Information and/or Proprietary Information.


"EMPLOYER" means GTx, Inc., its successors and assigns, and any of its current or future subsidiaries, or organizations controlled by, controlling, or under common control with it.


"GOOD REASON" means any of the following:


(a) following a Change of Control, a change in the Employee's status, position or responsibilities (including reporting responsibilities) which, without Employee's consent, represents a reduction in or demotion of the Employee's status, position or responsibilities as in effect immediately prior to a Change of Control or the assignment to the Employee of any duties or responsibilities which are inconsistent with such status, position or responsibilities;


(b) following a Change of Control, a reduction in the Salary in effect immediately prior to the Change of Control or modifying, suspending, discontinuing, or terminating any Benefit in a manner which materially and adversely affects Employee;


(c) following a Change of Control, the relocation of the Employer's principal Employee offices to a location outside a thirty-mile radius of Memphis, Tennessee, or the Employer's requiring the Employee to be based at any place other than a location within a thirty-mile radius of Memphis, Tennessee, except for reasonably required travel on the Employer's business; or


(d) following a Change of Control, the failure of the Employer to obtain an agreement reasonably satisfactory to Employee from any successor or assign of the Employer to assume and agree to perform this Agreement.


"PERSON" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.


"PROPRIETARY ITEMS" means any Proprietary and/or Confidential Information embodied in any document, record, recording, electronic media, formulae, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form.


"SALARY" means as defined in Section 3.1(a).


"TERMINATION WITH CAUSE" means the termination of the Employee's employment for any of the following reasons:


(a) the Employee's conviction for a felony;


(b) the Employee's theft, embezzlement, misappropriation of or intentional infliction of material damage to the Employer's property or business opportunities;


(c) the Employee's breach of the provisions contained in Section 7 or Section 8 of this Agreement; or


(d) the Employee's ongoing willful neglect of or failure to perform his duties hereunder or his ongoing willful failure or refusal to follow any reasonable, unambiguous duly adopted written direction of the CEO that is not inconsistent with the description of the Employee's duties set forth in Section 2.3, if such willful neglect or failure is materially damaging or materially detrimental to the business and operations of the Employer; provided that Employee shall have received written notice of such failure and shall have continued to engage in such failure after 30 days following receipt of such notice from the CEO, which notice specifically identifies the manner in which the CEO believes that Employee has engaged in such failure. For purposes of this subsection, no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith, and without reasonable belief that such action or omission was in the best interest of the Employer.


"TERMINATION WITHOUT CAUSE" means the termination of the Employee's employment by the Employer for any reason other than Termination With Cause, or termination by the Employer due to Employee's death or disability.


2. EMPLOYMENT TERMS AND DUTIES


2.1 Employment


The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.


2.2 Term


Either the Employee or the Employer may terminate this Agreement and the Employee's employment and compensation with or without cause or notice, at any time, at either the Employer's or the Employee's option. No company officer or manager has the authority to enter into any other agreement for employment for a specified period of time, or to modify or to make any agreement contrary to the foregoing, except by written amendment to this Agreement, dated and signed by the Chief Executive Officer ("CEO") or the Chief Operating Officer and President ("President") of the Employer.


2.3 Duties


The Employee will have such duties as are assigned or delegated to the Employee by the CEO or President, and currently is serving as Vice President, Sales & Marketing for the Employer. The Employee will devote his full time, attention, skill and energy to the business of the Employer, will use his best efforts to promote the success of the Employer's business, and will cooperate fully with the CEO in the advancement of the best interest of the Employer. Employee agrees to abide by all bylaws, policies, practices, procedures or rules of Employer. Employee may be reassigned or transferred to another management position, as designated by the CEO and/or the President, which may or may not provide the same level of responsibility as the initial assignment, in accordance with the terms and conditions of this Agreement.


3. COMPENSATION


3.1 Basic Compensation


(a) Salary. The Employee will be paid pursuant to the
compensation policies of Employer, which currently pays it employees over
26 payroll periods during the cale ...