UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
May 8, 2009
SUNESIS
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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395
Oyster Point Boulevard, Suite 400
South
San Francisco, California
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(650)
266-3500
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2009
Bonus Program
On May 8,
2009, the Board of Directors (the “Board”) of Sunesis Pharmaceuticals, Inc.
approved our 2009 Bonus Program (the “2009 Bonus Program”). The 2009 Bonus
Program provides our executive officers and other eligible employees the
opportunity to earn cash bonuses based on the level of achievement during the
balance of 2009 and the first quarter of 2010 by us of certain corporate
objectives (the “Corporate Objectives”) and by each participant of certain
individual performance objectives (the “Individual Objectives”). A
participant must remain an employee through the payment date under the 2009
Bonus Program to earn a cash bonus.
The
Board, with input from the Compensation Committee of the Board (the
“Compensation Committee”), shall approve the Corporate Objectives and assign a
weighting to each such objective. In addition to such Corporate
Objectives as the Board may set, the 2009 Bonus Program provides that the
closing of a financing or corporate transaction with net proceeds of a specified
amount (a “Qualifying Transaction”) on or before March 31, 2010 shall be a
threshold Corporate Objective. If a Qualifying Transaction does not occur
prior to March 31, 2010, no cash bonuses will be earned under the
program.
The
Compensation Committee shall set the Individual Objectives of our chief
executive officer, as well as the Individual Objectives of the remaining
executive officers based on the recommendations of the chief executive
officer. The Individual Objectives of non-executive participants
shall be set by each participant’s immediate supervisor.
Each
eligible participant in the 2009 Bonus Program may receive a cash bonus in an
amount up to a specified percentage of such participant’s annual base salary
earned in 2009 (the “Bonus Targets”). Under the 2009 Bonus Program,
the Bonus Targets range from 25% to 40% of a participant’s 2009 base salary for
Vice President level employees and above and from 6% to 20% of a participant’s
2009 base salary for other participants. The bonus target percentage
and bonus target amount for each of our named executive officers are as
follows:
Named
Executive Officer
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Bonus
Target Percentage
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Bonus
Target Amount
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Daniel
N. Swisher, Jr.
President
and Chief Executive Officer
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40%
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$162,000
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Eric
H. Bjerkholt
Senior
Vice President, Corporate Development and Finance, Chief Financial Officer
and Corporate Secretary
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30%
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$102,000
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The
Compensation Committee shall determine the degree to which the Corporate
Objectives have been met after receiving the analysis and recommendations of
management. Based on such determination, the Compensation Committee
will adjust these Bonus Targets.
The
Compensation Committee shall also determine the level of achievement of the
Individual Objectives by our chief executive officer based on its evaluation of
the chief executive officer’s achievements and by the remaining executive
officers based on the recommendations of the chief executive
officer. Achievement of the Individual Objectives by non-executive
participants shall be determined by the executive committee with input from team
leaders, department heads or supervisors, as appropriate.
There is
no set formula for determining the amount of bonus earned under the 2009 Bonus
Program based on the achievement of the Corporate and Individual
Objectives. Rather, the Compensation Committee will exercise its
discretion in determining the amount of cash bonus actually earned, which
determination will be final and binding. Payment under the 2009 Bonus
Program is expected to occur in the second quarter of 2010 on such date as
determined by the Compensation Committee.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SUNESIS
PHARMACEUTICALS, INC.
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Dated:
May 14, 2009
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By:
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/s/
Eric H. Bjerkholt
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Eric
H. Bjerkholt
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Senior
Vice President, Corporate Development and Finance, Chief Financial Officer
and Corporate Secretary
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