Exhibit 10.1


 


PONIARD
PHARMACEUTICALS, INC. 

MANAGEMENT INCENTIVE PLAN 

(effective as of January 1, 2009; amended as of February 17, 2010)


 


 


SECTION 1 - INTRODUCTION


 


Plan Objectives


 


The Poniard Pharmaceuticals, Inc. Management
Incentive Plan (the “Plan”) is a cash bonus plan.  The purpose of the Plan is to focus executive
management on the achievement of key corporate goals of Poniard Pharmaceuticals, Inc.
(the “Company”) and to provide incentive awards for the achievement of such
goals.


 


Effective Date


 


The Plan is effective for the Plan Year beginning January 1,
2009 and ending December 31, 2009. 
A new Plan Year will commence on January 1 of each year thereafter,
unless the Board and the Compensation Committee determine otherwise.


 


SECTION 2 - DEFINITIONS


 


Unless defined elsewhere in the Plan, certain capitalized
terms used in the Plan have the following definitions:


 


(a)                                  “Board” means the Board of Directors of the Company.


 


(b)                                 “Compensation Committee” means the Compensation Committee of the Company’s
Board.


 


(c)                                  “Participants” means executives management of the Company, including
classes thereof designated by title or position, who are eligible to
participate in the Plan as set forth in Section 4 of the Plan.


 


(d)                                 “Plan Year” means the twelve-month period coinciding with the Company’s
annual fiscal year.


 


SECTION 3 - PLAN ADMINISTRATOR


 


Subject to the terms of the Plan, the Compensation
Committee shall administer the Plan and, with input from the Board, shall (i) determine
the corporate goals applicable to a Plan Year, including the relative weighting
assigned to each such goal, and (ii) approve incentive payout amounts for
a Plan Year.  Except as otherwise
provided in the Plan, the Compensation Committee is authorized to make all
other determinations under the Plan and to interpret and administer the
Plan.  Any determinations of the
Compensation Committee shall be final, conclusive and binding on Participants.


 

















 


SECTION 4 — INCENTIVE AWARDS


 


Corporate Goals and Maximum Payment
Amounts


 


Each
Participant shall be eligible to receive a maximum payout for achievement of
corporate goals for a Plan Year equal to the following percentage of annual
base salary (as in effect at the end of the applicable Plan Year), which
percentage shall be multiplied by 1.5 for the 2010 Plan Year:


 


	
  Title

  	
   

  	
  Percentage of Annual Base

  Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CEO

  	
   

  	
  50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  President &
  COO

  	
   

  	
  35%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Executives (CFO, CMO, Senior Vice President,
  Vice President)

  	
   

  	
  20-30%, as designated in each case by the Compensation Committee

  	
   

  



 


The
Compensation Committee may adjust the foregoing percentage amounts for
Participants, in its sole discretion. If all corporate goals are achieved for a
Plan Years, Participants are eligible to receive 100% of their maximum payout
amounts and, in the event of extraordinary achievement of goals, amounts in
excess of 100% of the maximum payout amounts. 
If one or more goals are partially achieved for a Plan Year, partial
credit may be given with respect to such goals. 
In assessing achievement of corporate goals and related payouts, the
Compensation Committee shall have the discretion to take into account
additional corporate accomplishments for the applicable Plan Year.  Furthermore, the Compensation Committee, with
input from the Board, may, during a Plan Year, make adjustments to the
corporate goals established for that Plan Year or to the amounts otherwise
payable with respect to a Plan Year as the result of extraordinary, unforeseen
or other conditions that either positively or negatively affect the Company’s
performance.  The Compensation Committee
may determine that no payments shall be made under the
Plan for a Plan Year if, in its sole discretion, the overall performance of the
Company does not warrant the payment of incentive awards.


 


In
addition, the Compensation Committee may determine for a Plan Year to include
achievement of individual goals in the determination of payout amounts under
the Plan.


 


Incentive Award Payments


 


Unless specifically provided otherwise in a written
agreement between the Company and a Participant, a Participant must be employed
by the Company during an entire Plan Year to be eligible for a payment under
the Plan for such Plan Year. 
Notwithstanding the foregoing, individuals who become Participants
during a Plan Year may receive pro-rated incentive awards.


 


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Participants who remain employed through an applicable
Plan Year (or until the end of a Plan Year in the event of a pro-rated
incentive award) will be eligible to receive an incentive payment under the
Plan, even if the Participant is not employed by the Company on the date the
payment is made.


 


Payment of incentive amounts under the Plan shall be made
as soon as practicable after the end of the applicable Plan Year, provided that
such payment shall be made not later than the 15th day of the third calendar month of the
calendar year following the end of the applicable Plan Year.


 


SECTION 5 -GENERAL


 


No Trust or Fund


 


The Plan shall be unfunded.  All amounts payable under the Plan shall be
paid from the general assets of the Company. 
Nothing in the Plan shall require the Company to segregate any monies or
other property, or to create any trusts, or to make any special deposits for
any amounts payable to any Participant, and no Participant shall have any
rights that are greater than those of a general unsecured creditor of the
Company.


 


Plan Amendment or Termination


 


The Compensation Committee reserves the right to
unilaterally amend, revoke, or terminate this Plan or any portion of it, at any
time, for any reason whatsoever, with or without cause or advance notice.


 


Right of Employment


 


Nothing in this Agreement alters the “at will” nature of
each Participant’s employment.  A
Participant or the Company may terminate a Participant’s employment
relationship for any reason or for no reason, with or without cause or advance
notice.  Furthermore, the Company has no
obligation for uniformity of treatment of Participants under the Plan.


 


Tax Withholding


 


The Company shall have the right to deduct from all
payments under this Plan any federal or state taxes or other payroll
withholdings required by law to be withheld with respect to such payments.


 


Section 409A  of the Internal Revenue Code


 


The Company intends that the Plan and the payments and
other benefits provided hereunder be exempt from the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, the regulations issued
thereunder and any applicable guidance (together, “Code Section 409A”)
though the Company makes no representations or warranties to Participants with
respect to any tax, economic or legal consequences of the Plan or any payments
or other benefits provided hereunder.  To
the extent Code Section 409A is applicable to the Plan (and such payments
and benefits), the parties intend that the Plan (and such payments and
benefits) comply 


 


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with the deferral, payout and other limitations and
restrictions imposed under Code Section 409A.  In addition, if a Participant is a “specified
employee,” within the meaning of Code Section 409A, then to the extent
necessary to avoid subjecting the Participant to the imposition of any
additional tax under Code Section 409A, amounts that would otherwise be
payable under the Plan during the six month period immediately following a
Participant’s “separation from service,” as defined under Code Section 409A,
shall not be paid to the Participant during such period, but shall be
accumulated and paid to the Participant in a lump sum on the first business day
after the earlier of the date that is six months following his or her
separation from service or his or her death. 
Notwithstanding any other provision of the Plan to the contrary, the
Plan shall be interpreted, operated and administered in a manner consistent
with such intentions.  In accordance with
the foregoing, the Plan shall be deemed to be amended, and any deferrals and
distributions hereunder shall be deemed to be modified, to the extent permitted
by and necessary to comply with Code Section 409A and to avoid or mitigate
the imposition of additional taxes under Code Section 409A.


 


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