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): March 17, 2015
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51531 |
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94-3295878 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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395 Oyster Point Boulevard, Suite 400
South San Francisco, California |
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94080 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone
number, including area code: (650) 266-3500
Not Applicable
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On March 17, 2015, our Board of Directors, or the Board, approved our
2015 Bonus Program. The 2015 Bonus Program provides our executive officers and other eligible employees the opportunity to earn bonuses based on the level of achievement by us of certain corporate objectives, or the Corporate Objectives, and by each
participant of certain individual objectives, or the Individual Objectives, from January 1, 2015 through December 31, 2015.
The
Board has approved the Corporate Objectives and assigned a weighting to each objective. The Compensation Committee of the Board, or the Committee, will set the Individual Objectives of our chief executive officer, as well as the Individual
Objectives of the remaining executive officer participants based on the recommendations of the chief executive officer. The Individual Objectives of non-executive participants will be set by each participants immediate supervisor.
Each eligible participant in the 2015 Bonus Program may receive a bonus in an amount up to a specified percentage of such participants
annual base salary earned in 2015, or the Bonus Targets; provided, that the Committee may, in its sole discretion, pay all or any portion of an earned bonus to any participant in shares of common stock granted under our 2011 Equity Incentive Plan.
Under the 2015 Bonus Program, the Bonus Targets range from 30.0% to 55.0% of a participants 2015 base salary for vice president level employees and above. Bonus Targets for participants will be correspondingly adjusted downward in the event
the Corporate Objectives are deemed by the Committee to have not been fully achieved. The Committee also has the right, in its sole discretion, to adjust the Bonus Target of any participant upward in the event of over-achievement of the Corporate
Objectives as determined by the Committee. The Committee has set the Bonus Targets for each of our named executive officers as follows:
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Named Executive Officer |
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Bonus Target Percentage |
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Daniel N. Swisher, Jr. President and Chief Executive Officer |
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55.0 |
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Eric H. Bjerkholt Executive Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate
Secretary |
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40.0 |
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Adam R. Craig Executive Vice President, Development and Chief Medical Officer |
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40.0 |
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The Committee will determine the degree to which the Corporate Objectives have been met after considering any
analyses and recommendations of management. Based on such determination, the Committee will adjust these Bonus Targets accordingly.
The
Committee will also determine the level of achievement of the Individual Objectives by our chief executive officer based on its evaluation of the chief executive officers achievements and for other executive officer participants based on the
recommendations of our chief executive officer. The level of achievement of Individual Objectives by non-executive participants will be determined by the Committee based on recommendations of an executive committee designated by the Committee.
There is no set formula for determining the bonus amount under the 2015 Bonus Program based on the achievement of the Corporate and Individual
Objectives. Rather, the Committee will exercise its discretion in determining the bonus amount actually earned by each participant. Awards under the 2015 Bonus Program are expected to occur in the first quarter of 2016. A participant must remain an
employee on the payment date under the 2015 Bonus Program to be eligible to earn a bonus.
The description of the 2015 Bonus Program
contained herein does not purport to be complete and is qualified in its entirety by reference to the 2015 Bonus Program, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Sunesis Pharmaceuticals, Inc. 2015 Bonus Program. |
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: March 23, 2015 |
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By: |
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/s/ Eric H. Bjerkholt |
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Eric H. Bjerkholt |
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Executive Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Sunesis Pharmaceuticals, Inc. 2015 Bonus Program. |
Exhibit 10.1
SUNESIS PHARMACEUTICALS, INC.
2015 BONUS PROGRAM
Overview
The 2015 Bonus Program (the Program) of Sunesis Pharmaceuticals, Inc. (the Company) is effective as of
January 1, 2015 (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 objectives from
the Effective Date through December 31, 2015 (the Performance Period). Individuals employed by the Company during the Performance Period who are designated for participation by the Compensation Committee of the
Companys Board of Directors (the Committee) and who are employed by the Company on the Payment Date (as defined below) (each a Participant) shall be eligible to earn and receive 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.
The Program is designed to award a bonus payment (each a 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).
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; and |
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the recognition of individual contributions and efforts. |
Determination of Program Objectives
The Corporate Objectives shall be approved by the Board of Directors. Each Corporate Objective category shall be assigned a relative weighting by the Board of
Directors, reflecting its importance to the achievement of the Companys key results during the Performance Period; provided, however, that the Board of Directors or the Committee may adjust the weighting of the Corporate Objectives in
its sole discretion at any time.
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 the Chief Executive Officer; and |
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For non-Executive Participants (collectively, the Non-Executive Participants), the Individual Objectives shall be set by each Non-Executive Participants immediate supervisor, with input
from team leaders, group and department heads and others, as appropriate. |
1.
Program Bonus Targets
Under the Program, each Participant is eligible to earn a Bonus in an amount up to a specified percentage of his or her annual base salary that is earned in
2015, with such percentage based in part upon the position such Participant holds with the Company (the Bonus Target). Under the Program, the Bonus Targets range from 30% to 55% of a Participants 2015 base salary for
Vice President level employees and above and from 5% to 22.5% of a Participants 2015 base salary for other Participants.
Determination of Bonus
Payments
The Company will determine the level of achievement of Corporate Objectives and Individual Objectives shortly after the end of the
Performance Period, as follows:
Determination of Level of Achievement of Corporate Objectives
The Committee shall determine, after receiving and considering any analyses and recommendations from management, the degree to which the Corporate Objectives
have been met, expressed as a percentage of the Corporate Objectives achieved, taking into consideration the weighting assigned to each Corporate Objective. Based on the percentage of Corporate Objectives achieved, the Committee will then determine
the final aggregate bonus pool under the Program for all Participants (the Bonus Pool).
Adjustment of Bonus Targets based on
Level of Achievement of Corporate Objectives
Bonus Target levels for Participants will be adjusted based on the level of achievement of Corporate
Objectives as determined by the Committee. For example, if the Committee determines that only 80% of the Programs Corporate Objectives are achieved, each Participants Bonus Target will be decreased by 20% (in other words, a Participant
with a 10% Bonus Target will have that Bonus Target reduced to 8%, or 80% of 10%). The Committee also has the right, in its sole discretion, to adjust the Bonus Target level for any Participant upward in the event of over-achievement of the
Corporate Objectives as determined by the Committee. Such adjusted Bonus Targets are referred to as the Adjusted Bonus Targets.
Determination of Bonus Payments for Individual Participants
The actual Bonus earned by a Participant is based on the Participants: (i) level of contribution to the achievement of the Corporate Objectives;
(ii) level of achievement by the Participant against his or her Individual Objectives; and (iii) Adjusted Bonus Target (or, if the Bonus Target was not adjusted, the original Bonus Target). There is no set formula for determining the
amount of the Bonus earned based on the achievement of Individual Objectives or Corporate Objectives. Rather, the Committee shall exercise its discretion in determining the amount of the Bonus actually earned, which determination will be final and
binding. In making its determination, the Committee shall consider the following:
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For the Chief Executive Officer, the Committees own evaluation of his achievements; |
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For Executive Participants, the recommendations made by the Chief Executive Officer; and |
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For Non-Executive Participants, the recommendations made by members of an executive committee designated by the Committee with input from team leaders, group and department heads and supervisors, as appropriate.
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In determining the actual Bonus earned, the Committee may also take into account the achievement of publicly
announced targets, clinical milestones, strategic goals, cross-functional teamwork and collaboration, and unforeseen changes in the economy and/or geopolitical climate.
Timing of Bonus Payments Under the Program
Payment of
Bonuses earned under the Program is expected to occur in the first quarter of 2016 following the conclusion of the Performance Period on such date as determined by the Committee in its sole discretion (the Payment
Date). Any Bonuses earned by Participants will be paid in cash; provided, that the Committee may, in its sole discretion, pay all or any portion of a Bonus earned by Participants in shares of Company common stock granted under
the Companys 2011 Equity Incentive Plan. A Participant must be employed by the Company on the Payment Date in order to earn any Bonus. In the event that a Participant terminates employment or service with the Company for any reason prior to
the Payment Date, the Participant will forfeit his or her right to payment of any Bonus.
Miscellaneous Provisions
Participation in the Program shall not alter in any way the at-will nature of the Companys employment of a Participant, and such employment may be
terminated at any time for any reason, with or without cause and with or without prior notice. Nothing in this Program shall be construed to be a guarantee that any Participant will receive all or part of a Bonus or to imply a contract between the
Company and any Participant.
This Program supersedes and replaces all prior incentive and bonus plans of the Company, other than any change of control
plans, severance plans, special bonus and retention plans as may be in effect from time to time (for both Executive Participants and Non-Executive Participants). The Committee may amend or terminate this Program at any time, with or without
notice. The Committee may likewise terminate an individuals participation in the Program at any time, with or without notice. Further, the Board of Directors or the Committee may modify the Corporate Objectives, the Individual Objectives, the
Bonus Targets and/or the weighting of the Corporate Objectives at any time.
Any Bonuses paid hereunder shall be subject to recoupment in accordance with
The DoddFrank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law.
It is intended that the Program and any Bonuses granted and paid under the Program be exempt from the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and the Committee shall interpret and administer the Program accordingly.
The Program shall be interpreted in
accordance with California law without reference to conflicts of law principles.
3.
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