exv10w28xiy





Exhibit 10.28(i)





April 28, 2008





Dr. Juergen Lasowski

3 Rockwell Court

Mendham, NJ 07945




Dear Juergen:



On behalf of Onyx Pharmaceuticals, it is a great pleasure to extend you an offer of employment as
Senior Vice President, Corporate Development reporting to me. In making this offer, we are
expressing our enthusiastic support for the skills and commitment you will bring to our team. We
are pleased to offer you the following:



Salary: Your semi-monthly salary will be $15,208.33 totaling $365,000 per year. Future
increases will be awarded on the basis of performance.



Sign-On: You will receive a sign-on bonus of $40,000. If you separate from the company
voluntarily within two years from your date of hire, you will be expected to repay the sign-on
bonus back in full.



Bonus: You are eligible, at the end of each year to receive an annual target bonus amount
of 40% 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 pro-rata 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 pro-rated for the actual amount
of service you provide during that calendar year.



Stock: The Compensation Committee of the Board of Directors has approved a grant of 84,000
options to purchase Onyx shares at the market price on your start date. The options will be issued
pursuant to the Company’s standard Option Agreement. These options will be exercisable in
installments based upon your continued employment as follows: 25% after the first twelve months,
1/48th per month thereafter, for a total of a four year vesting period. In addition, a restricted
grant of 12,000 shares has been approved. The shares subject to the 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, Onyx employees are eligible for annual option grants. Your 2009
performance grant will have a target of 50,000 options, which is within the range that has been
approved by the Compensation Committee for 2008. The options will be granted consistent with the
plan as options and restricted shares. The actual number of options/shares granted will be based
on your own individual performance. Executive performance grants require Compensation Committee
approval. Any future stock grants will be based on targets consistent with the stock plan in place
at that time.




 









 








Dr. Juergen Lasowski

Page 2



Additionally, you will receive performance based restricted stock of 5,000 shares upon successful
completion of a business development transaction. Specific performance criteria will be
established within your first month of employment.



Relocation: You will receive a lump sum totaling $300,000 for expenses involved in
relocating to the San Francisco Bay Area. This relocation payment will be subject to required
deductions and withholdings. One-third of this payment ($100,000) will be made available upon your
request and the remaining two-thirds ($200,000) upon purchase of a home in California, which we
expect to be happen within 12 months. In addition, Onyx will pay for costs associated with a
house-hunting trip for you and your family which includes round trip coach airfare, car rental, and
lodging for up to four nights, the actual movement of household goods, and the family’s travel to
the Bay Area when they move. Onyx has also retained Crossroads Relocation to assist you in your
relocation. If you separate from the company voluntarily within two years from your date of hire,
you will be expected to repay costs associated with relocation back in full.



Housing Assistance: For the first 3 years of employment, Onyx will provide you with
monthly housing assistance in the amount of $3,250 per month for the 1st year; $2,200
per month for the 2nd year and $1,100 per month for the 3rd year. 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 three-year period, your
monthly housing assistance will cease.



Lastly, you have requested that you spend time in New Jersey until your family relocates to
California. We are willing to accommodate you working from your home in New Jersey no more than
five days per month during the first 12 months of your employment or until your family moves as
long as business needs are met and you have established a residence in the Bay Area.



Benefits: You will be eligible to participate in the Company’s medical, dental, vision,
EAP, life insurance, short and long-term disability insurance programs pursuant to the terms of
these plans and 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 for you and your eligible
dependents.



This offer is contingent upon your signing our Employee Confidential Information and Inventions
Assignment Agreement and providing legally required evidence of your right to work in the United
States, as well as, Onyx’s successful completion of your background check. We ask that you return
one signed copy of both the enclosed Employee Confidential Information and Inventions Assignment
Agreement. In consideration of your employment, you also agree to conform to the rules and
standards of the Company.



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. This
may be a birth certificate, a passport, a visa or driver’s license and social security card.



Your employment is “at will.” You or Onyx may terminate your employment at any time, with or
without cause, with or without notice. This letter when signed by you, will constitute the
agreement between Onyx and you respecting the position, and supersedes all prior negotiations and
agreements pertaining to the position whether written or oral. 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. Further,




 









 








Dr. Juergen Lasowski

Page 3



the CEO at Onyx may not alter the at-will nature of the employment relationship or enter into any
employment agreement for a specific time unless the CEO (or designee) and you both sign a written
agreement that clearly expressly specifies the intent of doing so.



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
Confidential Information and inventions Assignment Agreement to Judy Batlin.



Should you have any questions regarding the provisions of employment, please contact me (510)
597-6543 or Judy Batlin (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/ Juergen Lasowksi

	 	May 19, 2008
	 	May 19, 2008
	 
	Accepted (signature)

	 	Date
	 	Start Date