PONIARD PHARMACEUTICALS, INC. MANAGEMENT INCENTIVE PLAN (effective as of January 1, 2009)

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Exhibit 10.1

PONIARD PHARMACEUTICALS, INC.
MANAGEMENT INCENTIVE PLAN
(effective as of January 1, 2009)

SECTION 1—INTRODUCTION

Plan Objectives

        The Poniard Pharmaceuticals, Inc. Management Incentive Plan (the "Plan") is a cash bonus plan. The purpose of the Plan is to focus executive management on the achievement of key corporate goals of Poniard Pharmaceuticals, Inc. (the "Company") and to provide incentive awards for the achievement of such goals.

Effective Date

        The Plan is effective for the Plan Year beginning January 1, 2009 and ending December 31, 2009. A new Plan Year will commence on January 1 of each year thereafter, unless the Board and the Compensation Committee determine otherwise.

SECTION 2—DEFINITIONS

        Unless defined elsewhere in the Plan, certain capitalized terms used in the Plan have the following definitions:

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"Board" means the Board of Directors of the Company.

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"Compensation Committee" means the Compensation Committee of the Company's Board.

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"Participants" means executives management of the Company, including classes thereof designated by title or position, who are eligible to participate in the Plan as set forth in Section 4 of the Plan.

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"Plan Year" means the twelve-month period coinciding with the Company's annual fiscal year.

SECTION 3—PLAN ADMINISTRATOR

        Subject to the terms of the Plan, the Compensation Committee shall administer the Plan and, with input from the Board, shall (i) determine the corporate goals applicable to a Plan Year, including the relative weighting assigned to each such goal, and (ii) approve incentive payout amounts for a Plan Year. Except as otherwise provided in the Plan, the Compensation Committee is authorized to make all other determinations under the Plan and to interpret and administer the Plan. Any determinations of the Compensation Committee shall be final, conclusive and binding on Participants.

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SECTION 4—INCENTIVE AWARDS

Corporate Goals and Maximum Payment Amounts

        Each Participant shall be eligible to receive a maximum payout for achievement of corporate goals for a Plan Year equal to the following percentage of annual base salary (as in effect at the end of the applicable Plan Year):

        The Compensation Committee may adjust the foregoing percentage amounts for Participants, in its sole discretion. If all corporate goals are achieved for a Plan Year, Participants are eligible to receive 100% of their maximum payout amounts and, in the event of extraordinary achievement of goals, amounts in excess of 100% of the maximum payout amounts. If one or more goals are partially achieved for a Plan Year, partial credit may be given with respect to such goals. In assessing achievement of corporate goals and re