ACCESS
PHARMACEUTICALS, INC.
Amendment
to Access Pharmaceuticals, Inc. 2005 Equity Incentive Plan
The Board of Directors of Access
Pharmaceuticals, Inc. (the "Company"), pursuant
to authority reserved in Section 15 of the 2005 Equity Incentive Plan of the
Company (the "2005 Plan"), authorized an
amendment to the 2005 Plan as follows, which amendment was approved by the
stockholders of the Company on May 26, 2010:
Sections 4 of the 2005 Plan are deleted
in their entirety and replaced with the following:
4. Stock Subject to the Plan. At no time shall
the number of shares of Stock issued pursuant to or subject to outstanding
Awards granted under the Plan (including pursuant to Incentive Options), nor the
number of shares of Stock issued pursuant to Incentive Options, exceed
5,000,0001 shares of Stock; subject, however, to the
provisions of Section 8 of the Plan. For purposes of applying the foregoing
limitation, (a) if any Option or Stock Appreciation Right expires, terminates,
or is cancelled for any reason without having been exercised in full, or if any
other Award is forfeited by the recipient, the shares not purchased by the
Optionee or which are forfeited by the recipient shall again be available for
Awards to be granted under the Plan and (b) if any Option is exercised by
delivering previously owned shares in payment of the exercise price therefor,
only the net number of shares, that is, the number of shares issued minus the
number received by the Company in payment of the exercise price, shall be
considered to have been issued pursuant to an Award granted under the Plan. In
addition, settlement of any Award shall not count against the foregoing
limitations except to the extent settled in the form of Stock. Shares of Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.
IN WITNESS WHEREOF, the Company has
adopted this Amendment, effective as of the 26th day of May, 2010.
ACCESS
PHARMACEUTICALS
By: /s/ Stephen B.
Thompson
Stephen
B. Thompson
Chief
Financial Officer
1 Such number
equates to amounts approved by stockholders on: May 26, 2010 – 5,000,000 shares
of Stock; May 21, 2008 – 3,150,000 shares of Stock; on May 17, 2007 – 1,675,000
shares of Stock; and May 19, 2006 - 1,000,000 shares of Stock (originally
5,000,000 shares of Stock adjusted as a result of the one-for-five reverse stock
split effected on June 5, 2006).