Exhibit 10.63
SUNESIS PHARMACEUTICALS,
INC.
2009 BONUS PROGRAM
Overview
The 2009 Bonus Program (the “
Program ”) of Sunesis Pharmaceuticals, Inc.
(the “ Company ”) was adopted effective
May 8, 2009 (the “ Effective Date
”). The Program is designed to motivate, retain and reward
Company employees through a combination of corporate and individual
performance-based incentive compensation components during the
period commencing on the Effective Date and ending on
March 31, 2010 (the “ Performance Period
”). Individuals employed by the Company during the
Performance Period who are designated for participation by the
Compensation Committee of the Company’s Board of Directors
(the “ Committee ”) and who remain
employed by the Company through the Payment Date (as defined below)
(each a “ Participant ”) shall be
eligible to earn a bonus under the Program. The Program is
administered by the Committee, and any decisions made in good faith
by the Committee shall be final and binding on all Participants and
interested parties.
The Program is designed to award a
cash bonus payment (each a “ Cash Bonus
”) for performance during the Performance Period to
Participants based in part on the level of achievement (1) by
the Company of certain Company-wide objectives (the “
Corporate Objectives ”) and (2) by the
Participant of certain individual performance objectives, which may
include certain department, group and/or team objectives applicable
to such Participant (the “ Individual
Objectives ”). The Committee may require that certain
objectives be achieved prior to the end of the Performance Period
(e.g., such as achievement not later than December 31, 2009)
in order to be eligible to qualify for payment of the Cash
Bonus.
Program Objectives
The Program is intended to encourage
and reward the following:
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the achievement of Corporate
Objectives,
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the achievement of Individual
Objectives,
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as well as to recognize individual
contributions and effort.
Determination of Program
Objectives
The Corporate Objectives shall be
approved by the Board of Directors, with input from the Committee,
management, and generally relate to the achievement of certain
research, clinical development, business development, financial,
business and similar milestones. Each Corporate Objective is
assigned a relative weighting from the Board of Directors,
reflecting its importance to the achievement of the Company’s
key results during the Performance Period; provided, however
, the Board of Directors or the Committee may adjust the weighting
of the Corporate Objectives in its sole discretion at any
time.
In addition, the Committee has
selected, as a threshold Corporate Objective, the closing of a
financing or corporate transaction that provides at least $20
million of net proceeds (a “ Qualifying
Transaction ”) on or before March 31, 2010. If a
Qualifying Transaction does not occur prior to the conclusion of
the Performance Period, no Cash Bonuses will be earned under the
Program.
The Individual Objectives shall be set as
follows:
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For the Chief Executive Officer,
the Individual Objectives shall be set by the Committee;
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For Participants who are
executive officers (as that term is defined under Section 16
of the Securities Exchange Act of 1934, as amended, and Rule 16a-1
thereunder), other than the Chief Executive Officer (collectively,
the “ Executive Participants ” ),
the Individual Objectives shall be set by the Committee based upon
recommendations made by
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