RELEASE
AGREEMENT
I understand
that my employment with Sunesis Pharmaceuticals, Inc. (the “
Company ”) is terminating effective June 6,
2008. I further understand that if I sign this Release Agreement
(the “ Release ”) and allow it to
become effective, then the Company shall provide me with the
following severance benefits under the terms of my Amended and
Restated Executive Severance Benefits Agreement dated as of May 27,
2008: (1) a lump-sum payment equal to nine (9) months’ of my
base salary, less standard payroll deductions and withholdings,
payable within thirty (30) days after the Effective Date of this
Release; (2) provided I timely elect continued coverage under COBRA
(as defined in my Amended and Restated Executive Severance Benefits
Agreement), payment of the premiums to continue my group health
insurance coverage, including coverage for my eligible dependents,
for a maximum period of nine (9) months following my termination
(or such lesser number of months as my dependents and I are
eligible for such coverage); and (3) the vesting of my outstanding
Stock Awards (as defined in my Amended and Restated Executive
Severance Benefits Agreement) shall be accelerated such that as of
my termination date, those Stock Awards that would have vested in
the ordinary course over the twelve (12) month period following the
date of my termination had I remained continuously employed by the
Company during such period shall be fully vested and exercisable;
and, in addition to such severance benefits under my Amended and
Restated Executive Severance Benefits Agreement, an offer, open
through July 1, 2008, to amend my vested stock options outstanding
as of my termination date in accordance with the Acceptance of
Option Amendment attached hereto as Exhibit A.
I understand that this Release, together with
the Amended and Restated Executive Severance Benefits Agreement
between me and the Company, constitutes the complete, final and
exclusive embodiment of the entire agreement between me and the
Company with regard to the subject matter hereof. I am not relying
on any promise or representation by the Company that is not
expressly stated therein. Certain capitalized terms used in this
Release are defined in the Amended and Restated Executive Severance
Benefits Agreement, which I have executed and of which this Release
is a part.
1.
Proprietary Information
Obligations. I
hereby confirm my obligations under my Confidentiality Agreement
with the Company.
2.
General
Release. In exchange
for severance benefits and other consideration provided to me by
the Amended and Restated Executive Severance Benefits Agreement
that I am not otherwise entitled to receive, I hereby generally and
completely release the Company and its current and former
directors, officers, employees, stockholders, shareholders,
partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns
(collectively, the “ Released Parties
”) from any and all claims, liabilities and obligations, both
known and unknown, that arise out of or are in any way related to
events, acts, conduct, or omissions occurring prior to my signing
this Release (collectively, the “ Released
Claims ”). The Released Claims include, but are not
limited to: (1) all claims arising out of or in any way related to
my employment with the Company or its affiliates, or the
termination of that employment; (2) all claims related to my
compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in
the Company or its affiliates; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant
of good faith and fair dealing; (4) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local
statutory claims, including claims
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