exv10w28xiiy






Exhibit 10.28(ii)




April 3, 2009




Juergen Lasowski, Ph.D.

Onyx Pharmaceuticals, Inc.

2100 Powell Street

Emeryville, CA 94608





			
	Re:	 	Amendment to Offer Letter Agreement re: Housing Assistance





Dear Juergen,



You and Onyx Pharmaceuticals, Inc. (“Onyx” or the “Company”) enter into this amendment (the
“Amendment”) to your April 28, 2008 Offer Letter effective as of March 12, 2009 (the “Effective
Date”).



The “Housing Assistance” paragraph contained on the second page of the Offer Letter is hereby
amended and restated in full:



“In addition to the relocation benefits discussed above, you will receive the following housing
assistance from the Company:




     (1) Housing Assistance Payments. During the first thirty (30) months of your employment with
the Company, Onyx will provide you with monthly housing assistance in the amount of $3,250 per
month (the “Housing Assistance Payments”). The Housing Assistance Payments will be included in
your regular paychecks and will be subject to applicable deductions and withholdings, and will not
be considered by the Company part of your regular base salary, including but not limited to for
such purposes as determination of any bonus compensation or determination of your “Base Salary”
under your Executive Change in Control Severance Benefits Agreement (the “Change in Control
Agreement”). The Housing Assistance Payments will cease immediately upon the termination of your
employment with the Company for any reason by any party.



     (2) Housing Stock Award. Effective as of March 12, 2009, you were granted a new 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 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



 









 





Juergen Lasowski, Ph.D.

April 3, 2009

Page 2



primary residence in the San Francisco Bay Area as of September 12, 2010, 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 your 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 Amendment.




     (3) Amendment of Stock Bonus Award. You received a Stock Bonus Award dated May 19, 2008 (the
“Stock Bonus”) under the Company’s 2005 Equity Incentive Plan covering a total of 12,000 shares of
the Company’s Common Stock subject to a vesting schedule, conditioned on your “Continuous Service”
to the Company (as defined under the 2005 Equity Incentive Plan), under which 4,000 shares each
will vest on the following scheduled vesting dates: May 19, 2009; May 19, 2010; and May 19, 2011.
You and the Company hereby amend the Stock Bonus to provide for accelerated vesting of the shares
upon the Closing Date, subject to your Continuous Service, as follows: (a) if the Closing Date is
prior to May 19, 2010, then (i) 2,400 shares that otherwise would vest on May 19, 2010, and (ii)
2,400 shares that would otherwise vest on May 19, 2011, all will be accelerated and vest effective
as of the Closing Date; and (b) if the Closing Date is after May 19, 2010 and prior to May 19,
2011, then the 4,000 shares that otherwise would vest on May 19, 2011 will be accelerated and vest
effective as of the Closing Date.”


This Amendment constitutes the complete, final and exclusive embodiment of the entire agreement
between the Company and you with regard to amendment of the Offer Letter. It is entered into
without reliance on any promise or representation, written or oral, other than those expressly
contained herein, and it supersedes any other such promises, warranties or representations. Any
provisions of the Offer Letter contrary to this Amendment are hereby superseded and replaced, and
the remaining portions of the Offer Letter remain in full force and effect. This Amendment cannot
be modified or amended except in a writing approved by the Company’s Board of Directors and signed
by a duly authorized officer or director of the Company and you. This Amendment will bind the
heirs, personal representatives, successors and assigns of both you and the Company, and inure to
the benefit of both you and the Company, their heirs, successors and assigns. If any provision of
this Amendment is determined to be invalid or unenforceable, in whole or in part, this
determination shall not affect any other provision of this Amendment and the provision in question
shall be modified so as to be rendered enforceable in a manner consistent with the intent of the
parties insofar as possible under applicable law. This Amendment shall be construed and enforced
in accordance with the laws of the State of California without regard to conflicts of law
principles. Any ambiguity in this Amendment shall not be construed against either party as the
drafter. Any waiver of a breach of this Amendment, or rights hereunder, shall be in writing and
shall not be




 









 








Juergen Lasowski, Ph.D.

April 3, 2009

Page 3



deemed to be a waiver of any successive breach or rights hereunder. This Amendment may be
executed in counterparts which shall be deemed to be part of one original and facsimile signatures
and signatures transmitted via PDF shall be equivalent to original signatures.



To accept the Company’s offer to amend the Offer Letter as provided herein, please sign the
enclosed copy of this letter and return it to me no later than April 10, 2009.




Sincerely,




Onyx Pharmaceuticals, Inc.




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



Understood and Accepted:




	 	 	 	 	 
	/s/ Juergen Lasowski
 	 
	Juergen Lasowski, Ph.D. 	 
	 



Date: 4/3/2009