Amendment
To
Executive Employment
Agreement
for
N. Anthony Coles,
M.D.
This
Amendment To Executive
Employment Agreement for N. Anthony Coles, M.D. (the
“ Amendment ”) is made and entered into, as of
March 12, 2009 (the “ Effective Date ”), by
and between Onyx
Pharmaceuticals, Inc. , a Delaware corporation (“
Company ”), and N. Anthony Coles, M.D.
(“ Executive ”). As of the Effective Date, the
Company and Executive hereby amend that certain Executive Employment Agreement for N.
Anthony Coles between them entered into as of
February 22, 2008 (the “ Employment Agreement
”), a copy of which is attached hereto as
Exhibit A , as follows:
1.
Amendment of
Section 2.6(d). Section 2.6(d) of the
Employment Agreement is hereby amended and restated in
full:
(d) Housing Allowance and Restricted Stock Award.
Executive will be eligible to receive the following additional
relocation benefits from the Company, which additional relocation
benefits shall not be subject to further modification or
negotiation by the parties:
(i) Housing Allowance. For up to thirty
(30) months after the Start Date, Executive will be eligible
to receive a monthly temporary housing allowance of $10,000 (the
“ Housing Allowance ”), contingent upon his
continued employment, the after-tax amount of which shall be used
for Executive’s rental or lease payments. The Housing
Allowance payments will cease immediately upon the closing date of
Executive’s purchase of a residence in the San Francisco Bay
Area. The Housing Allowance will be subject to required payroll
deductions and withholdings, and will not be considered by the
Company part of Executive’s Base Salary, including but not
limited to for such purposes as determination of the Annual Bonus,
the Severance Benefits (described in Section 5.2(b)), or for the
purposes of the Change in Control Agreement (described in
Section 5.5).
(ii) Restricted Stock Award. Effective as of
March 12, 2009, Executive was granted a new special restricted
stock award for twenty thousand (20,000) shares of the
Company’s Common Stock (the “ Housing Stock
Award ”) which will vest in full, subject to
Executive’s continued employment, on March 12, 2010 if,
as of that date, Executive has purchased a residence in the San
Francisc
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