Acceptance of Option Amendment
By
signing below, I hereby accept the offer of Sunesis
Pharmaceuticals, Inc. (the “Company”)
to
amend
my outstanding stock options (set forth on Schedule
1
hereto)
that will have vested as of my termination of employment with the Company,
together with any options that will vest in the event I sign that certain
Release Agreement provided to me by the Company on June 13, 2008 and
I
allow
such
Release Agreement
to
become effective
(collectively, “Options”)
to
extend the post-termination exercise period of such Options until the earlier
of
(i) the original end of the term of each such Option or (ii) June 30, 2009.
I
understand that any Option so amended may cease to qualify as an “incentive
stock option” to the extent such Option previously would have qualified as an
“incentive stock option.” I
have been encouraged by the Company to consult with my tax advisor for guidance
on the tax implications of this Acceptance of Option
Amendment.
Except
as described in this Acceptance of Option Amendment, I understand that
my
right to
exercise any Option, and all other rights and obligations with respect to my
Options(s), will be as set forth in my stock option agreement(s), grant
notice(s) and applicable stock plan documents. I
have
reviewed such documents and am aware of their terms, including without
limitation the original end of the term of each Option. I understand that the
Company will not send me notice in the future regarding the timing of the
expiration of my stock options unless and until I request such information
in
writing from the Company’s stock plan administrator.
I
understand that if I do not sign and return this Acceptance of Option Amendment
on
or before July 1, 2008,
my
Options will not
be
amended as offered hereunder.
Xxxxxx
X. XxXxxxxx, Ph.D.
/s/
Xxxxxx
XxXxxxxx
Date:
6/27/08
