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

Approval of Form of Indemnity Agreement for Directors and Executive Officers

Effective January 31, 2013, ZIOPHARM Oncology, Inc., or the Company, entered into an indemnity agreement, or the Indemnity Agreement, with each of the Company's directors and executive officers. The Company may also enter into the Indemnity Agreement with future directors and executive officers.

The Indemnity Agreement provides that, under the circumstances and to the extent provided for in the Indemnity Agreement, if a director or executive officer is a party to or threatened to be made a party to or otherwise involved in any proceeding (as defined in the Indemnity Agreement), the Company will indemnify such director or executive officer to the fullest extent permitted by applicable law and to any greater extent that applicable law may in the future permit. The Indemnity Agreement further provides procedures for the determination of a director's or executive officer's right to receive indemnification and the advancement of expenses.

The above description of the Indemnity Agreement is qualified in its entirety by reference to the form Indemnity Agreement attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
99.1 Form of Indemnity Agreement for directors and executive officers