AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDMENT
TO THE AMENDED AND
RESTATED
CONSULTING AGREEMENT
THIS
AMENDMENT (“Amendment”) effective December 21, 2005 (“Amendment Effective Date”)
is to the existing amended and restated Consulting Agreement (the “Agreement”)
dated August 8, 2005 (the “Effective Date’) between Xxxxx X. Xxxxx, Ph.D.
(“Consultant”) and Sunesis Pharmaceuticals Inc. (“Sunesis”). All capitalized
terms herein shall have the same meaning as set forth in the
Agreement.
WHEREAS,
the parties hereto desire to modify the existing Agreement to provide the terms
and conditions upon which Consultant may continue to provide consulting services
to Sunesis.
THEREFORE,
in consideration of the promises and mutual covenants contained in this
Amendment, the parties hereby agree to the terms and conditions set forth
below.
| 1. |
Section
2 of the Agreement is deleted in its entirety and replaced with the
following section:
|
| “2. |
Compensation.
|
A.
Cash.
As
consideration for Consultant’s performance of Services, Sunesis shall make cash
payments to ‘The Regents of the University of California’ on behalf of
Consultant as set forth below.
i) For
SAB Responsibilities:
Consultant shall receive $1,500 per day for participation at each SAB
Meeting.
ii) For
Consulting Responsibilities:
Consultant shall be paid $5,000 for two (2) days of consulting per month
(approx. ½ day per week per month). Additional consulting days will be paid at a
rate of $3,000 per day (assuming an eight (8) hour day). Sunesis will make
payments for Services performed under this paragraph 2.A.ii) on a monthly basis
thirty (30) days after Sunesis’ receipt of Consultant’s invoice.
B. Stock
Options.
Separately, any Incentive Stock Options (ISOs) granted by Sunesis to Consultant
while he was an employee will be converted to Non-Qualified Stock Options
(NQSOs), and all unvested stock options will continue to vest during the next
twelve (12) months in accordance with the normal vesting schedule for each
grant. At the end of the 12- month period following the Effective Date vesting
will end.”
1
Except
as
otherwise stated in this Amendment, all other terms and conditions of the
original Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have executed this Amendment to be executed as
of
the Amendment Effective Date.
| Sunesis Pharmaceuticals, Inc. | Consultant | ||
| 000 Xxxxxx Xxxxx Xxxxxxxxx | 0000 Xxxxxxxx Xxxxxx | ||
| Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | Xxxxxxxxxx, Xxxxxxxxxx 00000 |
| By: | By: | ||
|
Xxxxx
X. Xxxxxx, Ph.D.
Senior
Vice President, General
Counsel
|
Xxxxx
X. Xxxxx, Ph.D.
|
||
| Date Signed: | Date Signed: | ||
|
|
|
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