Exhibit 10.2








Exhibit 10.2




OncoGenex Pharmaceuticals, Inc.

2010 PERFORMANCE INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD

GRANT NUMBER:                    




Unless otherwise defined herein, the terms defined in the OncoGenex Pharmaceuticals, Inc. (the
“Company”) 2010 Performance Incentive Plan (the “Plan”) shall have the same meanings in this Notice
of Restricted Stock Unit Award (the “Notice”).




Participant Name:      
                      
                      
                              




Address:                                                                  
              



You (“Participant”) have been granted an award of Restricted Stock Units (“RSUs”) under
the Plan subject to the terms and conditions of the Plan, this Notice and the attached Award
Agreement (Restricted Stock Units) (hereinafter “RSU Agreement”).



	 	 	 	 	 
	 

	 	Number of RSUs:
	 	                                        
	 
	 	 	 	 
	 

	 	Date of Grant:
	 	                                        
	 
	 	 	 	 
	 

	 	Vesting Commencement Date: 
	 	                                        
	 
	 	 	 	 
	 

	 	Expiration Date:
	 	The date on which settlement of all RSUs granted hereunder occurs, with
earlier expiration upon termination of service
	 
	 	 	 	 
	 

	 	Vesting Schedule:
	 	Subject to the limitations set forth in this Notice, the Plan and the
RSU Agreement, the RSUs will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE]






You understand that your employment or consulting relationship or service with the Company is for
an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in
this Notice, the RSU Agreement or the Plan changes the at-will nature of that relationship. You
acknowledge that the vesting of the RSUs pursuant to this Notice is earned only by continuing
service as an Employee, Director or Consultant of the Company. You also understand that this
Notice is subject to the terms and conditions of both the RSU Agreement and the Plan, both of which
are incorporated herein by reference. You have read both the RSU Agreement and the Plan.



	 	 	 	 	 	 	 	 	 
	PARTICIPANT	 	ONCOGENEX PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Print Name:

	 	 	 	Its:	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 





 


 









 





OncoGenex Pharmaceuticals, Inc.

AWARD AGREEMENT (RESTRICTED STOCK UNITS)

OncoGenex Pharmaceuticals, Inc. 2010 Performance Incentive Plan




Unless otherwise defined herein, the terms defined in the OncoGenex Pharmaceuticals, Inc. (the
“Company”) 2010 Performance Incentive Plan (the “Plan”) shall have the same defined meanings in
this Award Agreement (Restricted Stock Units) (the “Agreement”).



Participant has been granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions and
conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this
Agreement.



1. Settlement. Settlement of RSUs shall be made within 30 days following the applicable
date of vesting under the vesting schedule set forth in the Notice. Settlement of RSUs shall be in
Shares.



2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of
vested RSUs, Participant shall have no ownership of the Shares allocated to the RSUs and shall have
no right dividends or to vote such Shares.



3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), shall not be
credited to Participant.



4. No Transfer. The RSUs and any interest therein shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of. This restriction on transfer will
lapse upon delivery to Participant of shares in respect of Participant’s vested Restricted Stock
Units. Participant’s Award is not transferable, except by will or by the laws of descent and
distribution, unless otherwise required by applicable law. Notwithstanding the foregoing, by
delivering written notice to the Company, in a form satisfactory to the Company, Participant may
designate a third party who, in the event of Participant’s death, shall thereafter be entitled to
receive any distribution of Stock pursuant to this Award Agreement.



5. Termination. If Participant’s service terminates for any reason, all unvested RSUs
shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall
immediately terminate. In case of any dispute as to whether termination has occurred, the
Committee shall have sole discretion to determine whether such termination has occurred and the
effective date of such termination.



6. Tax Consequences. Regardless of any action taken by the Company or Participant’s
employer with respect to any or all income, employment, social insurance, or payroll taxes, payment
on account or other tax-related withholdings or payments (“Tax-Related Items”), Participant
acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is
and remains Participant’s responsibility and that the Company and Participant’s employer (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of Participant’s Award, the subsequent sale of shares acquired pursuant to this
Award, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant
or any other aspect of Participant’s Award to reduce or eliminate Participant’s liability for
Tax-Related Items. At the time Participant vests in this Award, at the time Participant receives a
distribution of shares of Common Stock pursuant to this Award, or at any other time as reasonably
requested by the Company or Participant’s employer, Participant shall pay or make adequate
arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or
Participant’s employer. In this regard, at the time Participant vests in and/or receives a
distribution of shares of Common Stock pursuant to this Award, or at any other time as reasonably
requested by the Company or Participant’s employer, Participant hereby authorizes the withholding
of that number of whole vested shares otherwise deliverable to Participant pursuant to this Award
Agreement having a fair market value not in excess of the amount of the Tax-Related Items
determined by the applicable minimum statutory rates. In no event may shares of Common Stock be
withheld with a value exceeding the minimum amount of tax required to be withheld by law. Finally,
Participant shall pay to the Company or Participant’s employer (as applicable) any amount of the
Tax-Related Items that the Company or Participant’s employer may be required to withhold as a
result of Participant’s participation in the Plan that cannot be satisfied by the means previously
described. Participant expressly acknowledges and agrees that the Company may withhold from any
compensation paid to Participant by the Company in partial or full satisfaction of the withholdings
contemplated by this Section 6. The Company and Participant’s employer shall have no obligation to
deliver shares of Common Stock until Participant has satisfied the obligations in connection with
the Tax-Related Items as described in this section.


 


1









 





7. Acknowledgement. The Company and Participant agree that the RSUs are granted under and
governed by the Notice, this Agreement and the provisions of the Plan. Participant: (i)
acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents that
Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the
RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan
and the Notice.



8. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice
constitute the entire agreement and understanding of the parties relating to the subject matter
herein and supersede all prior discussions between them. Any prior agreements, commitments or
negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing and signed by the parties to this Agreement. The failure by either party to
enforce any rights under this Agreement shall not be construed as a waiver of any rights of such
party.



9. Securities Law Compliance. The grant of Participant’s Award and the issuance of any
shares of Common Stock thereunder shall be subject to compliance with all applicable requirements
of federal, state or foreign law with respect to such securities. Participant may not be issued any
shares of Common Stock if such issuance would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Common Stock may then be listed. In addition, Participant
may not be issued any shares of Common Stock unless (i) a registration statement under the
Securities Act shall at the time of issuance be in effect with respect to the shares or (ii) in the
opinion of legal counsel to the Company, the shares may be issued in accordance with the terms of
an applicable exemption from the registration requirements of the Securities Act. PARTICIPANT IS
CAUTIONED THAT THE SHARES MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares of Common Stock shall relieve the Company of any liability in respect of the failure to
issue or sell such shares as to which such requisite authority shall not have been obtained. As a
condition to the issuance of any shares of Common Stock pursuant to this Award, the Company may
require Participant to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.



10. Governing Law; Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such provision in good
faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance
of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance
of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts
and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of California, without giving effect to principles of
conflicts of law.


 


2









 





11. Unsecured Obligation. Participant’s Award is unfunded, and even as to any
Restricted Stock Units that vest, Participant shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to issue Stock pursuant to this Award
Agreement. Participant shall not have voting or any other rights as a stockholder of the Company
with respect to the Stock acquired pursuant to this Award Agreement until such Stock is issued to
Participant pursuant to this Award Agreement. Upon such issuance, Participant will obtain full
voting and other rights as a stockholder of the Company with respect to the Stock so issued.
Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind or a fiduciary relationship between
Participant and the Company or any other person.



12. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the
Company, to terminate Participant’s service, for any reason, with or without cause.



13. Delivery of Documents and Notices. Any document relating to participating in
the Plan and/or notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given (except to the extent that this Award Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery, or upon
deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, with
postage and fees prepaid, addressed to the other party at the e-mail address, if any, provided for
Participant by the Company or a Participating Company or at such other address as such party may
designate in writing from time to time to the other party.



(a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include the Plan prospectus, Notice, Award Agreement and U.S. financial reports of the
Company, may be delivered to Participant electronically. Such means of delivery may include but do
not necessarily include the delivery of a link to a Company intranet or the internet site of a
third party involved in administering the Plan, the delivery of the document via e-mail or such
other delivery determined at the Committee’s discretion.



(b) Consent to Electronic Delivery. Participant acknowledges that Participant has read Section
13 of this Award Agreement and consents to the electronic delivery of the Plan documents, as
described in this Section 13. Participant acknowledges that Participant may receive from the
Company a paper copy of any documents delivered electronically at no cost if Participant contacts
the Company by telephone, through a postal service or electronic mail at

_____
@oncogenex.com. Participant further acknowledges that Participant will be provided with
a paper copy of any documents delivered electronically if electronic delivery fails; similarly,
Participant understands that Participant must provide the Company or any designated third party
with a paper copy of any documents delivered electronically if electronic delivery fails. Also,
Participant understands that Participant’s consent may be revoked or changed, including any change
in the electronic mail address to which documents are delivered (if Participant has provided an
electronic mail address), at any time by notifying the Company of such revised or revoked consent
by telephone, postal service or electronic mail at
_____ @oncogenex.com. Finally, Participant
understands that Participant is not required to consent to electronic delivery.



By Participant’s signature and the signature of the Company’s representative on the Notice,
Participant and the Company agree that this RSU is granted under and governed by the terms and
conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the
Notice and
this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement, and fully understands all provisions of the Plan, the Notice and this
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to the Plan, the Notice and this
Agreement. Participant further agrees to notify the Company upon any change in Participant’s
residence address.




 


3