Base Salaries for Fiscal Year 2012



 EXHIBIT 10.19 

Base Salaries for Fiscal Year 2012, Cash Bonuses for Fiscal Year 2011 and 2012 Equity Compensation Awards 

 

																					
	 Name and Title
	  	2012 Salary	 	  	2011 Bonus	 	  	2012 Stock
Option Grant 
(1)
(shares)	 	 	2012 Restricted
Stock Units
(2)
(shares)	 	 	2012
Performance
Based 
Restricted
Stock Units (3)
(shares)	 
	 N. Anthony Coles, M.D.
	  	$	740,000	  	  	$	946,350	  	  	 	(4	) 	 	 	(4	) 	 	 	(5	) 
	 President and Chief Executive Officer
	  				  				  				 				 			
						
	 Matthew K. Fust
	  	$	467,900	  	  	$	289,344	  	  	 	(6	) 	 	 	(6	) 	 	 	17,150	  
	 Executive Vice President and Chief Financial Officer
	  				  				  				 				 			
						
	 Laura Brege (7)
	  	$	0	  	  	$	306,873	  	  	 	—  	  	 	 	—  	  	 	 	—  	  
	 Executive Vice President, Corporate Affairs
	  				  				  				 				 			
						
	 Ted W. Love, M.D.
	  	$	526,800	  	  	$	329,225	  	  	 	(6	) 	 	 	(6	) 	 	 	17,150	  
	 Executive Vice President, Research & Development & Technical Operations
	  				  				  				 				 			
						
	 Kaye Foster-Cheek
	  	$	360,700	  	  	$	204,039	  	  	 	(6	) 	 	 	(6	) 	 	 	11,000	  
	 Senior Vice President,
Global Human Resources
	  				  				  				 				 			

  

	(1)	 	One-eighth of the shares subject to the stock options will vest on the six month anniversary of the date of grant and the remaining shares will vest in equal monthly
installments over the following 42 months. The stock options will have an exercise price per share equal to the fair market value of one share of the common stock of Onyx Pharmaceuticals, Inc. (“Onyx”) on the effective date of the
grant, March 30, 2012 (equal to the closing sales price for the stock as reported on the NASDAQ Global Select Market on that date). 

  

	(2)	 	One-third of the shares subject to these restricted stock units will vest on the one-year anniversary of the date of grant and the remaining shares will vest in two
equal installments on the second and third anniversaries of the date of grant. 

  

	(3)	 	The performance based restricted stock units are subject to performance objectives set by the Compensation Committee (the “Committee”) of the Board of
Directors and will vest in full or in part based on achievement of the performance objectives. If the Committee concludes that the objectives have not been met by January 1, 2014, the restricted stock unit shares will be forfeited.


  

	(4)	 	The Board of Directors approved equity awards subject to time-based vesting with a dollar value of $3.5million (exclusive of performance based restricted stock units;
see footnotes 3 and 5) to Dr. Coles. These awards are comprised of a stock option and restricted share units allocated based on a pre-determined split. The number of shares subject to these awards will be computed by Onyx on the grant date,
March 30, 2012, based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012, using a pre-determined Black-Scholes multiplier. 


 

	(5)	 	The Board of Directors approved a performance-based restricted stock unit award with a dollar value of $2.25 million to Dr. Coles. The number of shares subject to
this award will be computed by the company on March 30, 2012 based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012. 


 








	(6)	 	Exclusive of performance based restricted stock units (see footnote 3), the Compensation Committee of the Board of Directors approved equity awards subject to
time-based vesting with an aggregate dollar value of $1.126 million to Mr. Fust, $1.22 million to Dr. Love, and $938,000 to Ms. Foster-Cheek. These awards are comprised of a stock option and restricted share units allocated based on a
pre-determined split. The number of shares subject to these awards will be computed by Onyx on the grant date, March 30, 2012, based on the average closing price of one share of Onyx’s common stock between March 1, 2012 and March 30, 2012,
using a pre-determined Black-Scholes multiplier. 

  

	(7)	 	Ms. Brege’s employment with the Company terminated as of December 31, 2011. In accordance with the bonus plan, she is entitled to payment of the bonus
she earned for 2011.