GTX, INC. DIRECTORS DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE FEBRUARY 14, 2013)

3.3                               On the first day of each quarter, the Company shall credit the Cash Account of each Director with interest calculated on the basis of the balance in such account on the first day of each month of the preceding quarter at the prime rate of interest then in effect at First Horizon National Bank, Memphis, Tennessee, or if no such rate shall be available, then such rate of interest as is then published in the Wall Street Journal as the prevailing prime rate of interest.

3.4                               The Company shall credit the Stock Account of each Director who has elected to receive deferred compensation in the form of Common Stock with the number of shares of Common Stock equal in value to (i) the deferred portion of any Fees due the Director as to which an election to receive Common Stock has been made, divided by the Stock Value on the date such Fees otherwise would have been paid, (ii) any cash dividends (or the fair market value of dividends paid in property other than dividends payable in Common Stock) payable on the number of shares of Common Stock represented in each Director’s Stock Account, divided by the Stock Value on the date such cash dividends are paid, and (iii) any stock dividends payable on the number of shares of Common Stock represented in each Director’s Stock Account, equal in value to the Stock Value of such stock dividends on the date such stock dividends are paid. Credits that are made to each Director’s Stock Account pursuant to the preceding sentence shall be made, with respect to any Fees, on the date that such Fees become payable and, with respect to any dividends, on the date that such dividends are paid on Common Stock. If adjustments are made to the outstanding shares of Common Stock as a result of stock-splits, recapitalizations, mergers, consolidations and the like, an appropriate adjustment also will be made in the number of shares of Common Stock credited to the Director’s Stock Account.

3.5                               Common Stock shall be computed to three decimal places.

3.6                               The right to receive Common Stock at a later date shall not entitle any person to rights of a stockholder with respect to such Common Stock unless and until shares of Common Stock have been issued to such person pursuant to Article IV hereof.

3.7                               The Company shall set aside a sufficient number of shares of Common Stock to meet the needs of the Plan, provided that the Company shall not be required to issue any fractional shares of Common Stock, and any fractional share amounts shall be paid in cash to the Director, at the time the shares of Common Stock are issued to such Director, based on the Stock Value of such Common Stock on the payment date.

3.8                               Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

ARTICLE 4

PAYMENT OF DEFERRED COMPENSATION

4.1                               Amounts credited to a Director’s Cash Account and Stock Account shall be distributed in a single lump sum to the Director on the date, if any, selected by the Director pursuant to the Director’s election (made pursuant to Paragraph 2.2 of Article II) (or as soon as

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administratively practicable thereafter); provided, however, that if the Director has not selected a distribution date or the Director’s selected distribution date is after his “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)), then distribution shall be made on the date of the “separation from service” in the form of a single lump sum. Notwithstanding the foregoing, if the Director is a “specified employee” (as such term is defined in Internal Revenue Code Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his or her “separation from service”, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Code Section 409A as a result of the payment of deferred compensation upon his “separation from service”, the distribution shall be delayed until the earlier to occur of (i) the date that is six months and one day after the date of the “separation from service” or (ii) the date of the Director’s death. Amounts credited to a Director’s Cash Account shall be paid in cash. Amounts credited to a Director’s Stock Account shall be paid in shares of Common Stock, subject to Paragraph 3.7 hereof.

4.2                               Each Director shall have the right to designate a beneficiary who is to succeed to his right to receive payments hereunder in the event of death. Any designated beneficiary shall receive payments in the same manner as the Director if he had lived. In case of a failure of designation or the death of a designated beneficiary without a designated successor, the balance of the amounts contained in the Director’s Cash Account and/or Stock Account shall be payable in accordance with Paragraph 4.1 to the Director’s or former Directors’ estate. No designation of beneficiary or change in beneficiary shall be valid unless in writing signed by the Director and filed with the Secretary of the Company.

ARTICLE 5

ADMINISTRATION

5.1                               The Company shall administer the Plan at its expense. The Company has the exclusive discretion and authority to construe and interpret the Plan, and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, without limitation, eligibility to participate in the Plan and amount of benefits to be paid under the Plan. The rules, interpretations, computations and other actions of the Company shall be final and binding on all parties.

5.2                               Except to the extent required by law, the right of any Director or any beneficiary to any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Director or beneficiary; and any such benefit or payment shall not be subject to alienation, sale, transfer, assignment or encumbrance.

ARTICLE 6

AMENDMENT OF PLAN

6.1                               The Plan may be amended, suspended or terminated in whole or in part from time to time by the Board, except that no amendment, suspension, or termination shall apply to the payment to any Director or beneficiary of a deceased Director of any amounts previously

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credited to a Director’s Cash Account or Stock Account without such Director’s (or beneficiary’s, if applicable) express written consent.

ARTICLE 7

COMMON STOCK SUBJECT TO THE PLAN

7.1                               The total number of shares of Common Stock reserved and available for issuance under the Plan is seven hundred fifty thousand (750,000) (the “Share Reserve”). For the sake of clarity, the Share Reserve consists of two hundred fifty thousand (250,000) shares of Common Stock that were previously reserved/set aside for purposes of this Plan prior to the Effective Date and five hundred thousand (500,000) additional shares of Common Stock that are reserved/set aside and available for issuance as of the Effective Date.  Any shares of Common Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased on the open market.  In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust the Share Reserve and the number of Shares of Common Stock credited to any Stock Account, in each case, as approved by the Board in its sole discretion.