exv10w31






Exhibit 10.31




September 28, 2010




Kaye Foster-Cheek

64 Concord Lane

Skillman, NJ 08558



REVISED OFFER



Dear Kaye,



On behalf of Onyx Pharmaceuticals, it is a great pleasure to extend you an offer of employment as
Senior Vice President, Global Human Resources reporting to me and you shall perform such services
and duties as are customarily performed by senior executives in your position as more specifically
described in the Position Profile attached hereto as Attachment A. In making this offer, we are
expressing our enthusiastic support for the skills and commitment you will bring to our exciting
team. We are pleased to offer you the following:



Start Date: You will commence your employment with the Company on September 30, 2010.



Salary: Your semi-monthly salary will be $14,166.67 totaling $340,000 per year. Future
increases may be awarded on the basis of performance. Your salary will be reviewed annually
thereafter in accordance with the Company’s policy in effect for similarly-situated executives.



Bonus: You are eligible, at the end of each year, to receive an annual bonus amount of up
to 45% of your base salary if Onyx achieves its corporate objectives and you achieve the
performance objectives set for you. If you leave at any time during a year, you are not eligible
for any prorated amount of your unearned target bonus for that year. Bonus payments will be
subject to required deductions and withholdings. The Company shall have the sole discretion to
determine whether you have earned any bonus set forth in this paragraph and, if so, the amount of
any such bonus.



At Onyx, our salary merit increases and potential bonus amounts are based upon the assumption that
an employee has provided services to the Company for the entire calendar year. Therefore, if you
join Onyx at any time between January 1 and October 1 of any calendar year, your potential salary
merit increase and potential bonus, if either is awarded, will be prorated for the actual amount of
service you provide during that calendar year. If you join Onyx after September 30 of any calendar
year, you will not be considered eligible for a salary merit increase or bonus for that year.







 









 







Stock: You will be granted stock options to purchase 91,000 shares of Onyx Common Stock at
an exercise price equal to the fair market value (as determined under the applicable stock plan),
effective as of your start date. The options will be issued pursuant to the Company’s standard
Option Agreement and applicable stock plan. These options will become vested and exercisable in
installments based upon your continued service as follows: 25% after the first twelve months,
1/48th per month thereafter, for a total of a four-year vesting period. In addition, you will be
awarded a restricted stock grant of 13,000 shares of the Company’s Common Stock. The shares
subject to the restricted stock award shall vest in a series of three (3) successive equal annual
installments over the three-year period commencing from the grant date; provided that your
continuous service has not terminated prior to each vesting date. In addition to these options and
restricted shares, Onyx employees are eligible for annual option grants based on individual
performance. If you join Onyx after September 30 of any calendar year, you will not be
considered eligible for an annual stock grant for that year.



Benefits: You will be eligible to participate in the Company’s medical, dental, vision,
EAP, life insurance, short-term and long-term disability insurance programs pursuant to the terms
of these plans and in our vacation, sick and holiday programs in accordance with Company policy.
You may also sign up to participate in our 401(k) Retirement Savings Plan and our Employee Stock
Purchase Plan. In addition, you may choose to have additional Voluntary Term Life insurance, at
your own expense, for you and your eligible dependents.



Relocation: Subject to your continued employment, you will be eligible to earn up to
$300,000 to be used toward expenses incurred in relocating to the San Francisco Bay Area. On the
first payroll pay date after your start date, the Company will pay you a lump sum cash payment
equal to twenty-five percent (25%), that is, $75,000, of this relocation payment. Subject to your
purchase of a residence in the San Francisco Bay Area which shall serve as your primary residence
on or before the second anniversary of your start date and your continued employment with the
Company through the closing date, the Company will pay to you, in a cash lump sum payment, the
remaining three-quarters (75%), that is, $225,000, of the relocation payment on the closing date of
the purchase of such home, with such sum to be used toward the purchase price of your home. You
agree to provide at least fifteen days advance written notice to the Company’s payroll department
of such closing date. In addition to the $300,000 relocation payment, Onyx will reimburse you,
subject to submission of necessary and appropriate documentation within thirty days, for the costs
of the actual movement of your household goods, as well as, for you and your family’s one-way
travel to the Bay Area. Additionally, Onyx has retained a company to assist you in your
relocation.



Onyx is expecting you to complete your relocation within twenty-four (24) months from your date of
hire. If you have not relocated to the Bay Area, and if you have not purchased a new home in the
Bay Area on or before the second anniversary of your start date, you are obligated to reimburse
Onyx for any amount of the relocation payments received by you through such date, including any
housing assistance.



If, within 24 months after your start date, either your employment with the Company is terminated
by the Company for Cause, or you resign your employment (except for a Constructive Termination),
then you will, upon request, reimburse any relocation payment(s) or reimbursements previously paid
to you in association with your relocation. If, however, your employment either is terminated by
the Company without Cause (or due to your death or disability), or is terminated by you due to a
Constructive Termination, then you will not be required to repay any such amounts. The terms
“Cause” and “Constructive Termination” used in this paragraph shall have the meanings set forth in
the Executive Severance Benefit Plan.



Housing Assistance: For the first thirty (30) months of your employment, Onyx will provide
you with monthly housing assistance in the amount of $3,250. Your housing assistance will be
included in your regular payroll and will be subject to required deductions and withholdings.
Should you leave Onyx at any time during this thirty-month period for any reason, your monthly
housing assistance will cease but in no event shall you be required to repay any monthly housing
assistance amounts previously paid to you as of the date of your termination of employment.






 









 







Housing Stock Award: Effective on your start date, you will be granted a special
restricted stock award for four thousand eight hundred (4,800) shares of the Company’s Common Stock
(the “Housing Stock Award”) which will vest in full, subject to your continued service with the
Company and subject to the conditions in the following sentence, on the closing date of your
purchase of a residence in the San Francisco Bay Area which shall serve as your primary residence
(the “Closing Date”). If you have not purchased a primary residence in the San Francisco Bay Area
within eighteen (18) months from your start date, or if your employment with the Company terminates
for any reason prior to the Closing Date, then the Housing Stock Award lapses entirely and will not
vest regardless of any subsequent residential purchase by you. Notwithstanding any language to the
contrary in any agreement you may have with the Company (including but not limited to the Change in
Control Agreement) or the Company’s equity incentive plan, the Housing Stock Award shall not be
subject to any acceleration of vesting, including but not limited to any accelerated vesting under
the Change in Control Agreement, and will vest only in accordance with this offer of employment.



All of the relocation and housing assistance payments described herein will be subject to required
deductions and withholdings. The Company makes no representations to you regarding the tax
treatment of the relocation and housing assistance to be provided to you. You acknowledge and
agree that you have been represented by your own counsel in the preparation of this letter
agreement, and have been advised by such counsel of the tax effects of the amounts payable to you
hereunder.



This offer is contingent upon your providing legally required evidence of your right to work in the
United States, as well as Onyx’s successful completion of your references and background check. In
consideration of your employment, you also agree to conform to the rules and standards of the
Company. You will be eligible to enter into the Onyx Executive Change in Control
Severance Benefits Agreement previously provided to you and may sign and return it with the signed
offer letter. This agreement will set forth the terms of the change of control benefits to which
you will be entitled.



In accordance with Federal Law, all new employees are required to present evidence of their
eligibility to be employed in the United States. Accordingly, we request that you provide us with
a copy of an appropriate document for this purpose within 72 hours of your employment date.



Your employment is “at will.” You or Onyx may terminate your employment at any time, with or
without cause, and with or without advance notice. Notwithstanding the foregoing, you may be
entitled to receive certain severance benefits under the Executive Severance Plan and/or the Onyx
Executive Change in Control Severance Benefits Agreement (once you sign it) pursuant to the terms
of this Plan and/or Agreement. The consideration you receive hereunder, including payments for
Relocation, Housing Assistance and the value of any stock awards, shall not be governed by the
terms of the Executive Severance Plan or the Onyx Executive Change in Control Severance Benefits
Agreement and shall not be construed as a benefit used to reduce, offset, or limit in any way, any
payment or benefit to which you may become entitled under such Plan or Agreement.



This offer letter when signed by you, along with your Employee Confidential Information and
Inventions Assignment Agreement (which you already have signed and returned), the Executive
Severance Plan, and the Onyx Executive Change in Control Severance Benefits Agreement (if
subsequently signed by you), will collectively constitute the entire agreement between Onyx and you
regarding your employment, and these agreements supersede all prior representations, negotiations
and agreements pertaining to your employment, whether written or oral. These written agreements
shall not be modified except in a writing signed by Onyx’s CEO (or designee) and no employee or
representative of the Company, other than its CEO (or designee), has the authority to make any
express or implied agreement contrary to the foregoing.








 









 







We are very enthusiastic about the prospect of having you on the Onyx team and we are confident
that you will make a valuable contribution to the success of the company.



If this arrangement is acceptable to you, please indicate your acceptance of the terms of this
employment offer by signing and dating one copy and returning it, along with the signed Employee
Confidential Information and Inventions Assignment Agreement to me.



Should you have any questions regarding the provisions of employment, please contact me at
510-597-6543 or Judy Batlin at 510-597-6544.




	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ N. Anthony Coles
 	 
	 	N. Anthony Coles, M.D. 	 
	 	President and Chief Executive Officer 	 
	 


I accept Onyx Pharmaceutical’s offer of employment on the terms stated.




	 	 	 	 	 
	/s/ Kaye Foster-Cheek

	 	9/30/10
	 	September 30, 2010
	 
	Accepted (signature)

	 	Date
	 	Expected Start Date






 









 






ATTACHMENT A




ONYX PHARMACEUTICALS

POSITION PROFILE FOR SENIOR VICE PRESIDENT OF GLOBAL RESOURCES

DUTIES AND RESPONSIBILITIES



The Role



Reporting to the Chief Executive Officer (CEO), the Senior Vice President of Global Human Resources
will direct all aspects of the human resource function at Onyx Pharmaceuticals for both U.S. and
global operations, as they emerge. This includes staffing, recruiting and retention, compensation,
benefits, performance management, organizational learning and development, organizational structure
and design, employee relations, regulatory, and legal compliance with country specific and
appropriate international laws. A critical goal for this position will be expanding human resource
capabilities and activities to accommodate the company’s near-term expansion in the global
marketplace. The Senior Vice President of Human Resources will partner closely with the CEO and
the Leadership Team to provide the support and guidance necessary to enable each function to
perform at its highest level of effectiveness and will be responsible for leading the strategic
management of our most valuable asset, our people. This individual will be tasked with developing
the current team as the company establishes itself as a world-class organization, including
appropriate infrastructure to facilitate and sustain growth, both organically and through
acquisitions. She will play a pivotal role in ensuring the company achieves its cultural,
organizational and talent objectives in order to support the business. In this regard, there will
be a heavy emphasis on implementing world-class HR systems, programs and controls to ensure that
the organization performs at its highest capability. In addition to being the thought leader for
the Human Resources function, she will help develop, lead and communicate a mission and
organization philosophy that defines Onyx’s evolving direction, culture and operating style, and
will play an integral role in upgrading the organization’s capabilities and competencies. She will
have the primary responsibility to insure that Onyx attracts, develops and retains high-quality
talent at all levels in a continuous pipeline to support the company’s growth objectives.




Key Contributions





	 	•	 	Serve as a strategic business partner and resource to the CEO and his
Leadership team, at the senior management level, to help create change within Onyx by
developing and promoting progressive Human Resource programs that have practical
implications for a growth oriented company.
	 
	 	•	 	Provide leadership across the organization; act as a catalyst/support
mechanism for an organization expanding into global markets.
	 
	 	•	 	Calibrate the capabilities of existing senior management and assess need for
change in the context of the evolving culture, operating style and roles. Work to build a
sustainable and diverse talent base across the company through effective plans and programs
aimed at sourcing, evaluating, recruiting, assimilating and growing talent.
	 
	 	•	 	Partner with other Leadership Team members to structure, staff, and create
competitive compensation plans for employees located across the globe.
	 
	 	•	 	Drive the development of tools, processes, systems, and programs to grow the
organization and function globally and to ensure that Onyx remains a leader in innovative
human resource management and organizational development.
	 
	 	•	 	Drive the creation of country-specific agreements to establish and staff field
sales and operations offices globally.
	 
	 	•	 	Provide leadership to the international human resources team and ensure the
development of all team members. Staff and enable optimal performance across multiple
locations.
	 
	 	•	 	Build the reputation of the function to be a customer-focused, highly
solutions-oriented team with global capabilities serving the needs of the entire
organization.
	 
	 	•	 	Establish strong connections with key stakeholders, external vendors, and
consultants.




 









 






	 	•	 	Proactively partner with executive team members to “get ahead” of the staffing
needs.
	 
	 	•	 	Act as project sponsor for benefits and compensation
initiatives to ensure reviews and projects are executed according to plan.
	 
	 	•	 	Manage the performance development process by understanding the needs of the
organization around “performance.” Implement changes that need to be made.
	 
	 	•	 	Build the employee relations capability across the human resources team