8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 21, 2012 (August 16, 2012)

GENSPERA, INC.

(Exact name of registrant as specified in Charter)

Delaware	0001421204	20-0438951
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

2511 N Loop 1604 W, Suite 204

San Antonio, TX 78258

(Address of Principal Executive Offices)

210-479-8112

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Principal Accounting Officer

On August 16, 2012, GenSpera, Inc. (“Company”) appointed Nancy Jean Barnabei, CPA, to serve, on a part-time basis, as Vice President Finance, Treasurer and Principal Accounting Officer. There are no arrangements or understandings between Ms. Barnabei and any other persons pursuant to which she was selected as an officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Nancy Jean Barnabei, age 49, serves as our Vice President Finance and Treasurer.  Ms. Barnabei has more than 20 years’ experience with both public and private companies in the biotechnology industry. From 2010--2011, Ms. Barnabei served as Chief Financial Officer of Corridor Pharmaceuticals, Inc., a drug development company, which acquired Immune Control Inc., where she served as Chief Financial Officer from 2008-2010. She founded Talkeetna Advisors, LLC in 2005, a consulting and advisory firm specializing in biotechnology companies. From 2000-2004, she was Vice President Finance, Treasurer and Chief Financial Officer at Locus Pharmaceuticals, Inc.  Her previous experience includes eight years at Cephalon, Inc., concluding as Corporate Controller.  Ms. Barnabei earned a B.S. in business administration in 1986 from Northeastern University, Boston, and is a certified public accountant.

In connection with Ms. Barnabei’s employment, we entered into: (i) an employment agreement; (ii) a proprietary information, inventions and competition agreement; and (iii) an indemnification agreement.

Employment Agreement

In connection with Ms. Barnabei’s employment, the Company has entered into a two (2) year employment agreement. The agreement automatically renews for one (1) additional year unless, not later than three (3) months before the conclusion of its term, the Company or Ms. Barnabei give notice not to extend the agreement.  Pursuant to the terms of the employment agreement, Ms. Barnabei is employed on a part time basis as the Company’s Vice President Finance, Treasurer and Principal Accounting Officer. As part of her employment, Ms. Barnabei has agreed to devote no less than 24 hours per week to the business and affairs of the Company. As compensation for her services, Ms. Barnabei shall receive a base salary of $144,000 per year. In addition, Ms. Barnabei is eligible to receive annual and discretionary bonuses of up to 35% and 100%, respectively, of her base salary and prorated for the time of her employment during 2012. The bonuses shall be based on reaching certain milestones as determined by the Company’s board of directors (“Board”), and are payable in cash and non-cash compensation, or a combination thereof, at the sole discretion of the Board. Ms. Barnabei is also entitled to receive certain payments and acceleration of outstanding equity awards in the event her employment is terminated. As part of the agreement, Ms. Barnabei was also granted options to purchase 200,000 shares of the Company’s common stock. The options have an exercise price of $2.80 per share and a term of seven (7) years. The options were issued pursuant to the Company’s 2007 Equity Compensation Plan and vest as follows: (i) 60,000 upon the effective date of her employment agreement, and (ii) 60,000 on the one year anniversary of such effective date, provided she is still employed by the Company at such time. In addition, 80,000 options shall vest upon Ms. Barnabei becoming a full time employee of the Company, if ever, provided such event occurs before the two year anniversary of the effective date of the employment agreement. In the event Ms. Barnabei fails to become a full time employee by such time, the 80,000 options shall automatically terminate. The options are also subject to accelerated vesting upon the occurrence of certain conditions including a change of control or termination of employment by the Company without cause. Such conditions are more clearly described in the employment agreement.

Potential Payments Upon Termination or Change-in-Control

As part of the her employment agreement, Ms. Barnabei shall be entitled to

										Accelerated Vesting of
Officer	Salary			Bonus			Health			Options*			Total
Nancy Jean Barnabei
Terminated without cause (1)	$	216,000	(2)	$	0	(3)	$	3,600	(4)	$	0	(5)	$	219,600
Terminated, change of control		—			—			—		$	0	(5)		—
Disability	$	144,000			—			—			—		$	144,000
Other		—			—			—			—			—

(1) Also includes termination by Ms. Barnabei with Good Reason

(2) Represents 18 months of Ms. Barnabei’s base salary.

(3) There has been no bonus established for Ms. Barnabei for the current year but it is anticipated Annual and Discretionary bonuses will be up to 35% and 100% of Ms. Barnabei’s base salary.

(4) Represents 18 months of Ms. Barnabei’s current monthly health care reimbursement of $200.

(5) Ms. Barnabei’s options are being issued at the market price of the Company’s common stock and accordingly, do not have any intrinsic value.

Proprietary Information, Inventions and Competition Agreement

The proprietary information, inventions and competition agreement requires Ms. Barnabei to maintain the confidentiality of the Company’s intellectual property as well as the assignment of any inventions made by Ms. Barnabei during her employment. The agreement also limits Ms. Barnabei’s ability to compete within certain fields of interest, as defined in the agreement, for a period of 18 months following end of her employment.

Indemnification Agreement

The indemnification agreement provides for the indemnification and defense of Ms. Barnabei, in the event of litigation.

The foregoing summary of Ms. Barnabei’s: (i) employment agreement; (ii) proprietary information, inventions and competition agreement; and (iii) indemnification agreement are qualified in their entirety by reference to the full text of the agreements which are attached hereto as Exhibits 10.01, 10.02, and 10.03, respectively, and which are incorporated herein in their entirety by reference.

Departure of Principal Accounting Officer

On August 16, 2012, upon the appointment of Ms. Barnabei as Vice President Finance, Treasurer and Principal Accounting Officer, Mr. Dionne was deemed to have ceased to be employed by the Company as its Principal Accounting Officer. Mr. Dionne continues in his roles as Chief Executive Officer, Chief Financial Officer, President and Director.

Item 8.01 Other Events.

On August 21, 2012, the Company issued a press release announcing the appointment of Ms. Barnabei. A copy of the press release is attached to this report as Exhibit 99.01 and is incorporated herein by reference.

Item 9.01     Financial Statement and Exhibits.

Exhibit No.	Description
10.01	Employment Agreement, dated as of August 16, 2012, between GenSpera, Inc. and Nancy Jean Barnabei
10.02	Proprietary Information, Inventions And Competition Agreement, dated as of August 16, 2012, between GenSpera, Inc. and Nancy Jean Barnabei
10.03	Indemnification Agreement, dated as of August 16, 2012, between GenSpera, Inc. and Nancy Jean Barnabei
99.01	Press Release Dated August 21, 2012, of GenSpera announcing the appointment of Ms. Barnabei

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 21, 2012

GenSpera, Inc.
By:	/s/ Craig Dionne
	Craig Dionne Chief Executive Officer

EX-10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of August 16, 2012 (the “Effective Date”), is made by and between GenSpera, Inc., a Delaware corporation (the “Company”), and Nancy Jean Barnabei (“Executive”).  This Agreement is intended to confirm the understanding and set forth the agreement between the Company and Executive with respect to Executive’s employment by the Company.  In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby agree as follows:

1.             Employment & Directorship.

(a)          Title and Duties.  Subject to the terms and conditions of this Agreement, the Company will employ Executive, and Executive will be employed by the Company as Vice President Finance and Treasurer and accordingly the Principal Accounting Officer (“PAO”), reporting to the Chief Executive Officer of the Company.  Executive will have the responsibilities, duties and authority commensurate with said position.  Executive will also perform such other services of an executive nature for the Company as may be reasonably assigned to Executive from time to time.

(b)          Devotion to Duties.  For so long as Executive is employed hereunder, Executive will devote 24 hours per week to the business and affairs of the Company; provided that nothing contained in this Section 1(b) will be deemed to prevent or limit Executive’s right to manage Executive’s personal investments on Executive’s own personal time, including, without limitation, the right to make passive investments in the securities of (i) any entity which Executive does not control, directly or indirectly, and which does not compete with the Company, or (ii) any publicly held entity (other than the Company or its related entities) so long as Executive’s aggregate direct and indirect interest does not exceed four and 99/100 percent (4.99%) of the issued and outstanding securities of any class of securities of such publicly held entity.  Except as set forth on Exhibit A hereto, Executive represents that Executive is not currently a director (or similar position) of any other entity and is not employed by or providing consulting services to any other person or entity, and Executive agrees to refrain from undertaking any such position or engagement without the prior approval of the Board, which approval shall not be unreasonably withheld.  Executive may continue to serve as a director, and provide services, for the entities listed on Exhibit A provided that such service does not create any conflicts, ethical or otherwise, with Executive’s responsibilities to the Company and further provided that Executive’s time commitments do not unreasonably interfere with her fulfillment of her responsibilities hereunder, as determined by the Board or its designated committee thereof. Executives affiliation with the entities listed on Exhibit A are subject to periodic review by the Board of Directors of the Company (“Board”) or its designated committee for purpose of compliance with the preceding sentence.

(c)          Directorship. In the event that Executive is elected to serve on the Company’s Board, the Executive agrees to accept election, as director of the Company, without any compensation therefore other than as specified in this Agreement.

2.             Term of Agreement; Termination of Employment.

(a)          Term of Agreement.  The term of this Agreement shall commence on the Effective Date and shall continue in effect for two (2) years; provided however, that commencing on the second anniversary of the Effective Date and continuing each anniversary thereafter, the Term shall automatically be extended for one (1) additional year unless, not later than three (3) months before the conclusion of the Term, the Company or the Executive shall have given notice not to extend the Term.  Such notice or such termination of this Agreement shall not on its own have the effect of terminating Executive’s employment, nor shall it constitute Cause (as defined below).  The duration of this Agreement is referred to as the “Term.”

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(b)           At-Will Employment/Termination of Employment.  Executive is an at-will employee of the Company, which means the employment relationship can be terminated by either the Company or Executive, at any time, with or without prior notice and with or without cause. Notwithstanding the forgoing, any termination of Executive’s employment is subject to Section 4 of this Agreement. Any statements or representations to the contrary (and any statements contradicting any provision in this Agreement) are ineffective. Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at-will employment status may only occur by way of a written employment agreement signed by you and a duly authorized member of the Board. Notwithstanding anything else contained in this Agreement, Executive’s employment will terminate upon the earliest to occur of the following:

(i)            Death.  Immediately upon Executive’s death;

(ii)          Termination by the Company.

(A)          If because of Disability (as defined below), then upon written notice by the Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice;

(B)           If for Cause (as defined below), then upon written notice by the Company to Executive that states that Executive’s employment is being terminated for Cause and sets forth the specific alleged Cause for termination and the factual basis supporting the alleged Cause, which termination shall be effective on the date of such notice or such later date as specified in writing by the Board; or

(C)           If without Cause (i.e., for reasons other than Sections 2(b)(ii)(A) or (B)), then upon written notice by the Company to Executive that Executive’s employment is being terminated without Cause, which termination shall be effective on the date of such notice or such later date as specified in writing by the Board; or

(iii)          Termination by Executive. 

(A)           If for Good Reason (as defined below), then upon written notice by Executive to the Company that states that Executive is terminating Executive’s employment for Good Reason and sets forth the specific alleged Good Reason for termination and the factual basis supporting the alleged Good Reason, such termination shall be effective on the date of such notice; or

(B)           If without Good Reason, then upon written notice by Executive to the Company that Executive is terminating Executive’s employment, which termination shall be effective, at Executive’s election, not less than thirty (30) days and not more than sixty (60) days after the date of such notice; provided that the Executive may request at such time to such shorter period; and further provided that the Board may choose to accept Executive’s resignation effective as of an earlier date.

Notwithstanding anything in this Section 2(b), the Company may at any point terminate Executive’s employment for Cause prior to the effective date of any other termination contemplated hereunder if such Cause exists.

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(c)          Definition of “Disability”.  For purposes of this Agreement, “Disability” shall mean that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months.  Whether the Executive has a Disability will be determined by a majority of the Board based on evidence provided by one or more physicians selected by the Board and approved by Executive, which approval shall not be unreasonably withheld.

(d)          Definition of “Cause”.  For purposes of this Agreement, “Cause” shall mean that Executive has:

(i)        Intentionally committed an unlawful act or omission in the performance of Executives duties that materially harms the Company;

(ii)        been grossly negligent in the performance of Executive’s duties to the Company;

(iii)       Willfully failed or refused to follow the lawful and proper directives of the Board;

(iv)       been convicted of, or pleaded guilty or nolo contendre, to a felony;

(v)        committed an act involving moral turpitude;

(vi)       committed an act relating to the Company involving, in the good faith judgment of the Board, material fraud or theft resulting in material harm to the Company;

(vii)      breached any material provision of this Agreement that, if curable, is not cured within thirty (30) days after written notice thereof is delivered to the Executive by the Company, or any nondisclosure or non-competition agreement (including the Proprietary Information, Inventions, and Competition Agreement attached here as Exhibit B ), between Executive and the Company, as all of the foregoing may be amended prospectively from time to time; or

(viii)    breached a material provision of any code of conduct or ethics policy in effect at the Company, as all of the foregoing may be amended prospectively from time to time.

(e)     Definition of “Good Reason”.  For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following without the Executive’s consent:  (i) a change in the principal location at which the Executive performs her duties for the Company to a new location that is at least forty (40) miles from the prior location without Executive’s consent; (ii) a material change in the Executive’s authority, functions, duties or responsibilities as Vice President Finance and Treasurer and the Principal Accounting Officer of the Company, which would cause her position with the Company to become of less responsibility, importance or scope than her position on the date of this Agreement, provided, however, that such material change is not in connection with the termination of the Executive’s employment by the Company for Cause or death or Disability and further provided that it shall not be considered a material change if the Company becomes a subsidiary of another entity and Executive continues to hold the position of Vice President Finance and Treasurer and the Principal Accounting Officer in the subsidiary; (iii) a reduction in the Executives annual base salary; (iv) a reduction in Executive’s Target Annual Bonus as compared to the Target Annual Bonus set for the previous fiscal year or (v) the Company’s material breach of this Agreement that, if curable, is not cured within thirty (30) days after written notice thereof is delivered to the Company by Executive.

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(f)           Board Membership.  Upon termination of Executive’s employment for any reason, if so requested by a majority of the Board, Executive shall immediately resign in writing as a director of the Company.

3.            Compensation.

(a)           Base Salary.  While Executive is employed hereunder, the Company will pay Executive a base salary at the gross annualized rate of $144,000.00 (the “Base Salary”), paid in accordance with the Company’s usual payroll practices.  The Base Salary will be subject to review annually or on such periodic basis (no less than annually) as the Company reviews the compensation of the Company’s other senior executives and may be adjusted upwards in the sole discretion of the Board or its designee.  The Company will deduct from each such installment any amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.

(b)           Annual Bonus.  Executive may be eligible to earn an Annual Bonus relating to each fiscal year, based on the achievement of individual and Company written goals established on an annual basis by the Board within thirty (30) days of the beginning of the fiscal year.  Such goals may include minimum working capital or other financial requirements as a condition to receiving the Annual Bonus. The applicable bonus amount shall be determined at such time as the Board establishes the written goals for each applicable year (“Target Annual Bonus”). Any awarded Annual Bonus shall be paid within 2 ½ months of the year to which it relates. Notwithstanding the forgoing, Executive acknowledges that the bonus may be comprised of cash and non-cash compensation as determined at the sole discretion of the Board or its designee. Executive’s initial Target Annual Bonus will be up to 35% of Executive’s Base Salary, which will be pro-rated for such portion of the remaining year from the Effective Date of this Agreement.

(c)          Discretionary Bonus. At the sole discretion of the Board, the Executive shall be eligible to receive an annual discretionary bonus (the “Discretionary Bonus”) which may also be referred to as a Long Term Incentive Bonus. Any awarded Discretionary Bonus shall be paid within 2 ½ months of being granted. Notwithstanding the forgoing, Executive acknowledges that the bonus may be comprised of cash or non-cash compensation as determined at the sole discretion of the Board or its designee. Executive’s initial Discretionary Bonus will be up to 100% of Executive’s Base Salary, which will be pro-rated for such portion of the remaining year from the Effective Date of this Agreement.

(d)          Stock Option Grants. The Company shall grant Executive the stock options as provided for on Exhibit C (“Options”). In connection with such grant, the Executive shall enter into the Company’s standard stock option agreement which will incorporate the vesting schedule and other terms described in Exhibit C. The Board shall review the aggregate number of stock options granted to the Executive not less frequently than annually in order to determine whether an increase in the number thereof is warranted.

(e)           Fringe Benefits.  In addition to any benefits provided by this Agreement, Executive shall be entitled to participate generally in all employee benefit, welfare and other plans, practices, policies and programs (collectively “Benefit Plans”) and fringe benefits maintained by the Company from time to time on a basis no less favorable than those provided to other similarly-situated executives of the Company.  Executive understands that, except when prohibited by applicable law, the Company’s Benefit Plans and fringe benefits may be amended, enlarged, diminished or terminated prospectively by the Company from time to time, in its sole discretion, and that such shall not be deemed to be a breach of this Agreement. Executive acknowledges that at present, the Company does not maintain any Benefit Plans and nothing contained herein shall obligate the Company to establish any such plans.

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(f)           Paid Time Off.  Executive will be entitled to an initial eighteen (18) days of Paid Time Off (“PTO”) per year, administered in accordance with and subject to the terms of the Company’s PTO policy, as it may be amended prospectively from time to time. Executive is entitled to accrue additional PTO days for any days not taken in the prior year provided that in no event shall Executive be entitled to more than twenty seven (27) PTO days per any calendar year.

(g)           Reimbursement of Expenses.  The Company will promptly reimburse Executive for all ordinary and reasonable out-of-pocket business expenses that are incurred by Executive in furtherance of the Company’s business in accordance with the Company’s policies with respect thereto as in effect from time to time.

4.             Compensation Upon Termination.

(a)           Definition of Accrued Obligations.  For purposes of this Agreement, “Accrued Obligations ” means (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with the Company and has not yet been paid; (ii) to the extent required by law and the Company’s policy, an amount equal to the value of Executive’s accrued but unused PTO days; (iii) the amount of any expenses properly incurred by Executive on behalf of the Company prior to any such termination and not yet reimbursed; (iv) the Annual Bonus related to the most recently completed fiscal year, if not already paid and if the termination is not for Cause (the amount of which shall be determined in accordance with Section 3(b) above); (v) any accrued but unused PTO days; and (vi) any applicable Discretionary Bonus previously awarded, if not already paid and if the termination is not for Cause. Executive’s entitlement to any other compensation or benefit under any plan or policy of the Company, including but not limited to applicable equity compensation plans, shall be governed by and determined in accordance with the terms of such plans or policies, except as otherwise specified in this Agreement.

(b)           Termination for Cause, By the Executive without Good Reason, or as a Result of Executive’s Disability or Death.

(i)            If Executive’s employment is terminated either by the Company for Cause or by Executive without Good Reason, or if Executive’s employment terminates as a result of the Executive’s death, the Company will pay the Accrued Obligations to Executive, or his estate, promptly following the effective date of such termination.

(ii)           In case of termination by the Company as a result of the Executive’s Disability, the Company will pay Executive the Accrued Obligations plus an amount equal to twelve (12) months of Executive’s then-current Base Salary.

(c)          Termination by the Company without Cause or by Executive with Good Reason.  If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, then:

(i)            The Company will pay the Accrued Obligations to Executive promptly following the effective date of such termination;

(ii)           The Company will pay Executive a total amount equal to eighteen (18) months of Executive’s then current Base Salary, less applicable taxes and deductions; to be made in approximately equal biweekly installments in accordance with the Company’s usual payroll practices over a period of eighteen (18) months beginning after the effective date of the separation agreement described in Section 4(d);

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(iii)          The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s payment of a premium co-pay related to the coverage that is no less favorable than the premium co-pay charged to active employees of the Company electing the same coverage, for eighteen (18) months from the Separation Date; provided , that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with another employer. In the event the Company does not provide medical insurance coverage to its employees but instead provides for expense reimbursement in connection with the such premiums, the Company will continue to reimburse Execute for such premiums for a period of eighteen (18) months; and

(iv)          That portion of unvested or restricted securities then held by Executive, whether granted herein or subsequently, if any, shall vest and be immediately exercisable as of the date of the employment termination.  All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan

(d)          Release of Claims/Board Resignation.  The Company shall not be obligated to pay Executive any of the compensation or provide Executive any of the benefits set forth in Section 4(b)(i) or 4(c) (other than the Accrued Obligations) unless and until Executive has (i) executed a timely separation agreement in a form acceptable to the Company, which shall include a release of claims between the Company and the Executive and may include provisions regarding mutual non-disparagement and confidentiality; and (ii) resigned from the Board, if so requested pursuant to Section 2(e).

(e)          Other Payments or Benefits Owing.  The payments and benefits set forth in this Section 4 shall be the sole amounts owing to Executive as separation pay upon termination of Executive’s employment.  Executive shall not be eligible for any other payments, including but not limited to additional Base Salary payments, bonuses, commissions, or other forms of compensation or benefits, except as may otherwise be set forth in this Agreement or in Company plan documents with respect to plans in which Executive is a participant.

(f)          Notwithstanding any other provision with respect to the timing of payments under Section 4, if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (within the meaning of Code Section 409A, and any successor statute, regulation and guidance thereto) of the Company, then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld until the first (1^st) business day of the seventh (7^th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4.

5.            Competition.  Executive agrees to sign and return to the Company the Proprietary Information, Inventions, and Competition Agreement (the “Proprietary Information Agreement”) attached hereto as Exhibit B concurrently with the execution of this Agreement.  The parties agree that the obligations set forth in the Proprietary Information Agreement shall survive termination of this Agreement and termination of the Executive’s employment, regardless of the reason for such termination.

6.            Property and Records.  Upon termination of Executive’s employment hereunder for any reason or for no reason, Executive will deliver to the Company any property of the Company which may be in Executive’s possession, including blackberry-type devices, laptops, cell phones, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same.

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7.            General.

(a)          Notices.  Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; (iv) by certified or registered mail, return receipt requested, upon verification of receipt, or (v) via facsimile with confirmation of receipt at the Company’s primary facsimile number.  Notices to Executive shall be: (x) sent to the last known address in the Company’s records or such other address as Executive may specify in writing; or (y) via facsimile with confirmation of receipt at the facsimile number provided to the Company by Executive.  Notices to the Company shall be sent to the Company’s Board, or to such other Company representative as the Company may specify in writing.

(b)          Entire Agreement/Modification.  This Agreement, together with the Proprietary Information Agreement attached hereto, and the other agreements specifically referred to herein, embodies the entire agreement and understanding between the parties hereto and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.  No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement (or in a subsequent written modification or amendment executed by the parties hereto) will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

(c)          Waivers and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent.

(d)          Assignment and Binding Effect.  The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which Executive is principally involved.  Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of the Company.  This Agreement shall be binding upon Executive, Executive’s heirs, executors and administrators and the Company, and its successors and assigns, and shall inure to the benefit of Executive, Executive’s heirs, executors and administrators and the Company, and its successors and assigns.

(e)          Indemnification.  The Company shall indemnify the Executive, to the fullest extent permitted under the laws of the State of Delaware, against any judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, incurred by the Executive in connection with the defense of any claim or other matter made against the Executive, or threatened to be made, by reason of his being or having been an officer or director of the Company.

(f)          Governing Law.  This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Texas, without giving effect to conflict of law principles.

(g)         Severability.  The parties intend this Agreement to be enforced as written. However, should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

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(h)        Headings and Captions.  The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

8.            Counterparts.  This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  For all purposes a signature by fax shall be treated as an original.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Employment Agreement as of the date first written above.

EXECUTIVE	GENSPERA, INC.
	By:
(Signature)		Craig Dionne, PhD
Print Name: Nancy Jean Barnabei		President and CEO
Date:	Date:

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EXHIBIT A

Entities

EXHIBIT B

Proprietary Information, Inventions, and Competition Agreement

EXHIBIT C

Inducement Grant

As an inducement for entering into the Agreement, Executive shall be granted 200,000 common stock purchase options (the “Inducement Options”). The Inducement Options will have an exercise price equal to the closing price of the Company’s common stock on the day of acceptance of this offer and a term of 7 years from such date. The Inducement Options shall vest as follows: (i) 60,000 upon the Effective Date of this Agreement, and (ii) 60,000 on the one year anniversary of the Effective Date of this Agreement, provide you are still employed by the Company at such time. In addition, 80,000 Inducement Options shall vest upon Executive becoming a full time employee of the Company, provided Executive becomes a full time employee on or before the two year anniversary of this Agreement. In the event Executive fails to become a full time employee by such time, the 80,000 Incentive Options shall automatically terminate. The Incentive Option shall be granted from the Company’s 2007 Equity Compensation Plan (“Plan”) and subject to all terms and conditions thereunder. In connection with such grant, the Executive shall enter into the Company’s standard stock option agreement which will incorporate the terms described in this paragraph.

Subject to any applicable acceleration provisions contained in this Agreement, upon termination of Executive’s employment with the Company, Executive’s rights to any portion of the Incentive Options that has not yet vested as of the date of such termination shall not vest and all of Executive’s rights to such unvested portion of the Incentive Options shall terminate. In the event of a Change of Control (as such term is defined in the Plan), the entire Incentive Option shall vest and become immediately exercisable.

EX-10.2

PROPRIETARY INFORMATION, INVENTIONS, AND COMPETITION AGREEMENT

THIS AGREEMENT, dated August 16, 2012, is entered into by and between GenSpera, Inc., (the “Company”), and Nancy Jean Barnabei (“Employee”).

WITNESSETH:

WHEREAS, the Employee has been hired by the Company to serve as its Vice President Finance and Treasurer and accordingly the Principal Accounting Officer; and

WHEREAS, the Employee may be exposed, have access to, create or make contributions to the Proprietary Information as defined below and/or inventions of the Company;

NOW, THEREFORE, in consideration for the Company’s employment of the Employee, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

AGREEMENT

1.             Acknowledgements. The Employee understands and acknowledges that:

(a) As part of his/her services as an employee of the Company, he/she may be exposed or have access to, or make new contributions and inventions of value to, the past, present and future business, products, operations and policies of the Company.

(b) His/Her position as an employee creates a relationship of confidence and trust between the Employee and the Company with respect to (i) information which is related or applicable to the Company’s Field of Interest (as defined in 1(c) below) and the manner in which the Company engages in business in such Field of Interest, and (ii) information which is related or applicable to the business of the Company or any client, customer, joint venture or other person with which the Company has a business relationship, (a ”Business Associate”), any of which information has been or may be made known to the Employee by the Company (including, without limitation, any Scientific Advisors of the Company) or by any Business Associate of the Company, or any of which has been otherwise learned by the Employee as a result of or in connection with his/her service as an employee of the Company.

(c) The Company possesses and will continue to possess information that has been created by, discovered by, developed by or otherwise become known to the Company (including, without limitation, information created, discovered, developed or made known by the Employee related to or arising out of his/her service as an employee of the Company) and/or in which property rights have been assigned or otherwise conveyed to the Company, which information has commercial value to its business interests and/or in the Field of Interest in which the Company is presently engaged or will be engaged.  The term “Field of Interest” shall mean the development of drugs, for use in the treatment, diagnosis or prevention of cancer containing derivatives of thapsigargin.  During an individual’s employment, the term “Field of Interest” may be expanded from time to time to include such other areas of therapy, diagnosis or prevention as may be designated by the Company and as disclosed in its public filings from time to time. All of the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, formulas, data, know-how, improvements, inventions, techniques, regulatory compliance plans, marketing plans, strategies, forecasts, supplier lists, manufacturing arrangements and customer lists are Proprietary Information.

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2.             Proprietary Information.

(a) All Proprietary Information shall be the sole property of the Company and its successors and assigns, and the Company and its successors and assigns shall be the sole owner of all patents and other rights in connection therewith. The Employee hereby assigns to the Company any rights he/she may have or acquire in such Proprietary Information, and agrees to take such action and sign such documents from time to time as the Company reasonably requires to effect or confirm such assignment.

(b) At all times, both during the term of this Agreement and thereafter until such information becomes known to the public, the Employee will, subject to the provisions of Section 3 hereof regarding publication, keep in confidence and trust all Proprietary Information and any other confidential information of the Company, and he/she will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the Company, except as may be necessary in the ordinary course of performing his/her duties as an employee of the Company or as required by law; provided that if disclosure is required by law, the Employee agrees to provide the Company with written notice of such disclosure obligation prior to making such disclosure and no more than two (2) days after the Employee learns of such disclosure requirement.

(c) All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to the Employee by the Company or produced by the Employee or others in connection with the Employee’s services hereunder shall be and remain the sole property of the Company. The Employee will return and deliver such property to the Company as and when requested by the Company. Should the Company not so request at an earlier time, the Employee shall return and deliver all such property upon termination of his/her service as an employee to the Company for any reason, and the Employee will not take with him/her any such property or any reproduction of such property upon such termination.

3.             Inventions.

(a) The Employee will promptly disclose to the Company, or any persons designated by it, all improvements, inventions, formulas, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by him/her, either alone or jointly with others, related to or arising out of his/her position as an employee or which are related to or useful in the business of the Company, or result from tasks which have been or may be assigned to the Employee by the Company or result from use of premises owned, leased or contracted for by the Company (all said improvements, inventions, formulas, processes, techniques, know-how and data being hereinafter collectively called “Inventions”).

(b) The Employee agrees that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith. The Employee hereby assigns to the Company any rights he/she may have or acquire in such Inventions. The Employee further agrees as to all such Inventions to assist the Company in every reasonable manner (but at the Company’s expense) to obtain, and from time to time enforce, patents on said Inventions in any and all countries, and to that end the Employee will execute all documents for use in applying for and obtaining such patents thereon and enforcing the same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. The Employee’s obligation to assist the Company in obtaining and enforcing patents for such Inventions in any and all countries shall continue beyond the termination of his/her employment by the Company, but the Company shall compensate the Employee at a reasonable rate after such termination for time actually spent by him/her at the Company’s request on such assistance. In the event that the Company is unable for any reason whatsoever to secure the Employee’s signature to any lawful and necessary documents required to apply for or execute any patent application with respect to such an Invention (including renewals, extensions, continuations, divisions or continuations in part thereof), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as his/her agents and attorneys-in-fact to act for and on his/her behalf and instead of him/her, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents thereon with the same legal force and effect as if executed by the Employee, and such power of attorney created hereby is coupled with an interest.

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(c) Attached hereto, as Exhibit B, is a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to employment with the Company (collectively referred to as "Prior Inventions"), which belong to Employee, and which relate to the Company's Field of Interest, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If in the course of employment with the Company, Employee incorporate into an Invention a Prior Invention owned by Employee or in which Employee has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such Invention.

4.             Competition.  While the Employee is employed by the Company and for a period of eighteen (18) months following the termination of the Employee’s employment (the “Noncompetition Period”), the Employee shall not, for himself/herself or on behalf of any other person or entity, directly or indirectly, whether as principal, partner, agent, independent contractor, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, be concerned or connected with, or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business that is engaged in the Field of Interest, anywhere in the world, except that nothing in this Agreement shall preclude the Employee from (a) purchasing or owning securities of any such business if such securities are publicly traded, and provided that the Employee’s holdings do not exceed Four and 99/100 (4.99%) percent of the issued and outstanding securities of any class of securities of such business; or (b) working for any academic or government institutions. 

5.             Solicitation of Employees.  During the Noncompetition Period the Employee shall not, either individually or on behalf of or through any third party, directly or indirectly (a) entice, solicit or encourage any director, employee or consultant to leave the Company, or (b) be involved for any entity other than the Company in the recruitment, engagement, or hiring of any Company director or employee.  This section shall prohibit the aforesaid activities by the Employee with respect to any person both while such person is a director, employee or consultant of the Company and for thirty (30) days thereafter.

6.             Publications.  The Employee agrees to consult with the Company prior to publishing (in writing or by seminar, lecture or other oral presentation) any material relating to his/her activities that relate to the Company’s Field of Interest, and to furnish copies of any such publication (written or oral) to the Company for prior clearance at least sixty (60) days prior to the proposed publication. The Company agrees to review such submissions and to apply for patents as promptly as practicable so as to avoid or keep to a minimum any delay in publishing material of scientific importance.

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7.             Prior Work and Legal Obligations

(a) By signing this Agreement, the Employee represents that she/he has no agreement with or other legal obligation to any prior employer or any other person or entity that restricts his/her ability to engage in employment discussions, to accept employment with, or to perform any function for the Company.

(b) The Employee also acknowledges that the Company has advised the Employee that at no time, either during any pre-employment discussions or at any time thereafter, should the Employee divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer.  By signing this Agreement, the Employee affirms that she/he has not divulged or used any such information for the benefit of the Company, and that she/he has not and will not misappropriate any proprietary information of a former employer that the Employee played any part in creating while working for such former employer.

8.             Provisions Necessary and Reasonable/Injunctive Relief  The Employee specifically agrees that the provisions of Sections 1-5 of this Agreement are necessary and reasonable to protect the Company’s Proprietary Information, goodwill and business interests.  The Employee acknowledges that given his/her skills and work experience, such restrictions will not prevent the Employee from earning a living in his/her general field of occupation during the term of such restrictions.  The Employee further agrees that a breach or threatened breach by the Employee of Sections 1-5 of this Agreement would pose the risk of irreparable harm to the Company, and that in the event of a breach or threatened breach of any of such covenants, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available.  The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach.

9.             Disclosure to Future and Prospective Employers.  The Employee agrees that so long as this Agreement is effective the Employee will notify his/her employers of this Agreement and that the Company may notify any of the Employee’s future or prospective employers or other third parties of this Agreement and may provide a copy of this Agreement to such parties without the Employee’s further consent.

10.           Transfer, Promotion or Reassignment.  The Employee acknowledges and agrees that if she/he should transfer between or among any affiliates of the Company or be promoted or reassigned to functions other than the Employee’s present functions, all terms of this Agreement shall continue to apply with full force.

11.           Severability.  The parties intend this Agreement to be enforced as written.  However, if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, both parties desire that such portion or provision be modified by such a court so as to make it enforceable (“blue-penciled”), and that the remainder of this Agreement be enforced to the fullest extent permitted by law.  In the event that such court deems any provision of this Agreement wholly unenforceable, then all remaining provisions shall nevertheless remain in full force and effect.

12.           Notices.  Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notices to Employee shall be sent to the last known address in the Company’s records or such other address as Employee may specify in writing.  Notices to the Company shall be sent to the Company’s Chairman or to such other Company representative as the Company may specify in writing.

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13.           Binding Effect.  The Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of the Employee upon the Employee’s death and (b) any successor of the Company.  Any such successor of the Company will be deemed substituted for the Company under the terms of the Agreement for all purposes.  For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.  The Employee’s obligations hereunder shall survive the termination of the Employee’s employment by the Company, regardless of the reason for such termination.

14.           Waivers. No waivers, express or implied, of any breach of this agreement shall be held or construed as a waiver of any other breach of the same or any other covenant, agreement or duty hereunder.

15.           Governing Law.  This agreement shall be construed and enforced in accordance with the law of Delaware, without giving effect to conflict of law principles.  This agreement represents the entire agreement of the parties with respect to the subject matter hereof, and may only be amended or modified by a written instrument signed by the parties.

16.           Meaning of Headings.  The headings in this Agreement are for convenience only, and both parties agree that they shall not be construed or interpreted to modify or affect the construction or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GENSPERA, INC.

Craig Dionne, PhD

President and CEO

Date:

Nancy Jean Barnabei  

Date:

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EX-10.3

INDEMNIFICATION AGREEMENT

            This Indemnification Agreement ("Agreement") is entered into as of the 16th day of August, 2012 by and between GenSpera, Inc., a Delaware corporation (the “Company”), and Nancy Barnabei ("Indemnitee").

RECITALS

            A.          The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's directors and officers, the significant increases in cost of such insurance and the general reductions in the coverage of such insurance.

            B.          The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.

            C.          The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to continue to provide services to the Company, wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law.

            D.          In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein.

            NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

AGREEMENT

            1.          Indemnification.

                (a)    Indemnification of Expenses. The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "Claim") by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director or officer of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity (hereinafter an "Indemnifiable Event" ) against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), losses, claims, damages, liabilities, judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses (collectively, hereinafter "Expenses") if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding, Indemnitee had no reasonable cause to believe Indemnitee's conduct was unlawful.

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                (b)   Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 7 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of a Claim without prejudice, in defense of any Claim referred to in Section (1)(a) hereof or in the defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

            2.          Expenses; Indemnification Procedure.

                 (a)   Advancement of Expenses. The Company shall pay all Expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal Claim referenced in Section 1(a) hereof in advance of the final disposition of such Claim. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee following a request therefor, but in any event no later than sixty days after receipt by the Company of written demand from Indemnitee for such advances.

                 (b)   Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification or advancement will or could be sought under this Agreement. Notice to the Company shall be directed to the General Counsel of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

                 (c)   Procedure. Any indemnification and advances of Expenses provided for in Section 1 and Section 2 of this Agreement shall be paid by the Company to Indemnitee as soon as practicable after receipt of written request from Indemnitee for such indemnification or advances along with appropriate written documentation verifying such Expenses, but in any event no later than sixty days after receipt of such request. If the Company believes that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the Expenses claimed, the Company may file an action in the Court of Chancery of the State of Delaware to obtain a declaratory judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company (hereinafter a “Declaratory Action”). If the Company files a Declaratory Action, Indemnitee shall be entitled to receive interim payments of Expenses pursuant to Subsection 2(a) including Expenses incurred in defending a Declaratory Action unless and until the Court of Chancery of the State of Delaware issues an order or judgment that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company. If the Court of Chancery of the State of Delaware issues an order or judgment in a Declaratory Action that Indemnitee is not entitled under applicable law to receive indemnification or advancement from the Company, the Company shall have no further obligation under this Agreement, the Company's Certificate of Incorporation, the Company Bylaws or any other applicable law, statute or rule to provide indemnification or advances of Expenses to Indemnitee and Indemnitee shall be responsible for repaying all such amounts previously advanced to Indemnitee as provided in Section 2(a).

                 (d)   No Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

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                 (e)   Burden of Proof. In a Declaratory Action, the burden of proof shall be on the Company to establish that Indemnitee is not entitled to indemnification or advances.

                 (f)   Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

                 (g)   Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding the Company's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the fees and expenses of counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Claim against Indemnitee without the consent of the Indemnitee.

            3.          Additional Indemnification Rights; Nonexclusivity.

                 (a)   Scope. The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 7(a) hereof.

                 (b)   Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity.

            4.         No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

            5.         Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses incurred in connection with any Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

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            6.         Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

            7.         Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

                 (a)   Excluded Action or Omissions. To indemnify (i) any Claim by or in the right of the Company as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or such other court in which such Claim was brought, shall determine upon application that despite the adjudication of liability, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses such court shall deem proper, or (ii) any other acts, omissions or transactions from which Indemnitee may not be relieved of liability under Applicable law;

                 (b)   Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Claims brought to establish or enforce a right to indemnification or advancement under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws, as now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be;

                 (c)   Claims Under Section 16(b). To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

                 (d)   Disgorgement of Profits and Bonuses Pursuant to Section 304. To indemnify Indemnitee for (i) any bonus or other incentive-based or equity-based compensation received by Indemnitee or (ii) any profits arising from the sale of securities made by Indemnitee that Indemnitee is required pursuant to Section 304 of the Sabarnes-Oxley Act of 2002 to reimburse to the Company.

            8.         Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five-year period; provided , however , that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

            9.        Construction of Certain Phrases.

 (a)        For purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

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(b)        For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.

            10.        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

            11.        Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company's request.

            12.        Notice. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission with confirmation of receipt, if delivered by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at the Indemnitee address as set forth beneath Indemnitee signatures to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten days' advance written notice to the other party hereto.

            13.        Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

            14.        Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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            15.         Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of Delaware, without regard to the conflict of laws principles thereof.

            16.         Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

            17.         Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

            18.         Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

            19.         No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GENSPERA, INC.

By:  Craig Dionne, PhD

Title:  President and CEO

AGREED TO AND ACCEPTED BY:

Signature:

Printed Name:

Address:

11 Great Oak Drive

Glen Mills, PA   19342

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EX-99.01

CONTACT:

Company: Craig Dionne, Ph.D., CEO

GenSpera, Inc. (210) 479-8112

Investors: Paul Henning

Cameron Associates (212) 554-5462

Media: Deanne Eagle

Planet Communications (917) 837-5866

GENSPERA APPOINTS NANCY JEAN BARNABEI VP FINANCE AND TREASURER

SAN ANTONIO, Texas, August 21, 2012 – GenSpera, Inc. (OTCBB:GNSZ) today announced the appointment of Nancy Jean Barnabei, CPA, to the position Vice President Finance and Treasurer. In this role, Ms. Barnabei will be responsible for fiscal oversight and financial controls of GenSpera’s operations and will serve as the company’s Principal Accounting Officer.

Ms. Barnabei has over 20 years’ experience with both public and private companies in the pharmaceutical industry, in which she played a key role in the transition from fundraising to execution of growth strategies. Most recently, from 2010-2011, she was Chief Financial Officer (CFO) of Corridor Pharmaceuticals, Inc. which acquired Immune Control, Inc., where she served as CFO from 2008-2010.

Previously, she founded Talkeetna Advisors, LLC, in 2005, where she provided services to emerging biotechnology companies, including budget development, long-range financial and operational planning, and accounting and reporting system implementation.

Ms. Barnabei also served as Vice President Finance, Treasurer and CFO of Locus Pharmaceuticals, Inc. from 2000-2004. She earlier served as Controller of Cephalon, Inc., where she was responsible for Securities and Exchange Commission (SEC) reporting, tax strategies, and treasury among other functions. She is a graduate of Northeastern University in Boston, Massachusetts.

“With our company on the cusp of a critical phase of its growth, this is a perfect time for Nancy Jean Barnabei to join GenSpera,” said Craig Dionne, Ph.D., GenSpera’s CEO. “Her experience in developing and implementing operational and financial systems within growing biotech companies will be invaluable in the building of a solid operational foundation for GenSpera and in meeting our growing responsibilities as a public company.”

Nancy Jean Barnabei said, “I am delighted to join GenSpera, who has been progressing on multiple fronts with its potent drug delivery system aimed towards developing cutting-edge cancer therapies. Having worked with biotechnology companies at similar stages of development gives me a clear perspective on GenSpera’s financial and operational needs that will be critical in supporting that progress.”

About GenSpera

GenSpera, Inc. is an oncology company focused on developing therapeutics that have the potential to deliver a potent, unique and patented drug directly to tumors. GenSpera’s technology platform combines a powerful, plant-derived cytotoxin (thapsigargin) with a prodrug delivery system that targets the release of the drug only within the tumor. Unlike standard cancer drugs, thapsigargin has been shown to kill cells independently of their division rate, which may provide an effective approach to kill all fast- and slow-growing cancers and cancer stem cells.

GenSpera has completed a Phase Ia dose-escalation safety and tolerability study with its lead drug candidate, G-202, at the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, the University of Wisconsin Carbone Cancer Center, and the Cancer Therapy and Research Center at the University of Texas Health Science Center in San Antonio. The study has continued into a Phase Ib dose refinement study at the same clinical sites. G-202 has been cleared for initiation of a multi-center Phase II trial in patients with chemotherapy-naïve, metastatic castrate-resistant prostate cancer. GenSpera expects to initiate multiple Phase II trials of G-202 in several different types of cancer. The initiation of the Phase II trials at each site is subject to the approval of their respective Institutional Review Boards.

For more information, please visit the Company’s website: www.genspera.com.

Cautionary Statement Regarding Forward Looking Information

This news release may contain forward-looking statements. Investors are cautioned that such forward-looking statements in this press release regarding potential applications of GenSpera’s technologies constitute forward-looking statements that involve risks and uncertainties, including, without limitation, risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties will be detailed from time to time in GenSpera’s periodic reports filed with the Securities and Exchange Commission.

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