RELEASE
AGREEMENT
I understand that my employment with Sunesis
Pharmaceuticals, Inc. (the “Company” )
is terminating effective August 4, 2008. I further understand that
between now and that date, I shall receive full pay and benefits
from the Company pursuant to the Notice of Termination I received
from the Company on June 3, 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 28, 2008: (1) a
lump-sum payment equal to six (6) 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 six (6) 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.
I further understand that if I sign this Release
and allow it to become effective, then the Company shall provide me
with the following additional severance benefits: (1) six (6)
months of outplacement assistance through Lee Hecht Harrison, under
the terms of the Company’s contract with Lee Hecht Harrison;
and (2) a bonus payment equal to 12.5% of my annual base salary,
less standard payroll deductions and withholdings, payable in a
lump-sum within thirty (30) days after the Effective Date of this
Release.
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 my 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 Nondisclosure Agreement with
the Company dated as of December 8, 1999 and my Confidential
Information and Invention Assignment Agreement with the Company
dated as of February 14, 2000.
2.
General
Release. In exchange
for severance benefits and other consideration provided to me
hereunder and under 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
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