exv10w30






Exhibit 10.30




CLOVIS ONCOLOGY, INC.

2011 CASH BONUS PLAN



Section 1. Purpose. The purpose of this Clovis Oncology, Inc. 2011 Cash Bonus Plan (this
“Plan”) is to attract, retain and motivate selected executive officers of Clovis Oncology,
Inc. (the “Company”) and its subsidiaries and affiliates (together with the Company, and
their and its successors and assigns, the “Company Group”) in order to promote the Company
Group’s growth and profitability. It is intended that any Bonus (as defined in Section 5(c))
payable under this Plan be considered “performance-based compensation” within the meaning of
Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations thereunder, and this Plan shall be limited, construed and interpreted accordingly.




Section 2. Administration.




     (a) General. Subject to Section 2(d), this Plan shall be administered by a committee (the
“Committee”) appointed by the Board of Directors of the Company (the “Board”),
whose members shall serve at the pleasure of the Board. The Committee at all times shall be
composed of at least two directors of the Company, each of whom is an “outside director” within the
meaning of Section 162(m) of the Code and Treasury Regulation Section 1.162-27(e)(3). Unless
otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board;
provided, however, that if the Compensation Committee does not satisfy the
requirements set forth in the prior sentence, the Committee shall be the 162(m) Committee (if such
committee is then constituted) to the extent necessary for any Bonus payable under this Plan to be
considered “performance-based compensation” within the meaning of Section 162(m) of the Code and
the regulations thereunder.



     (b) Role of the Committee. The Committee shall have complete control over the administration
of this Plan, and shall have the authority in its sole and absolute discretion to: (i) exercise all
of the powers granted to it under this Plan, including designating individuals as participants in
this Plan in accordance with Section 4 and establishing the Performance Goals (as defined in
Section 5(a)) in accordance with Section 5(a); (ii) construe, interpret and implement this Plan;
(iii) prescribe, amend and rescind rules and regulations relating to this Plan, including rules and
regulations governing its own operations; (iv) make all determinations and take all actions
necessary or advisable in administering this Plan (including, without limitation, calculating the
size of the Bonus payable to each Participant (as defined in Section 4(a)) and certifying the
attainment of the Performance Goals); (v) correct any defect, supply any omission and reconcile any
inconsistency in this Plan; and (vi) amend this Plan to reflect changes in or interpretations of
applicable law, rules or regulations.



     (c) Procedures; Decisions Final. Actions of the Committee shall be made by the vote of a
majority of its members. The determination of the Committee on all matters relating to this Plan
and any amounts payable thereunder shall be final, binding and conclusive on all parties.



     (d) Delegation. The Committee may allocate among its members and may delegate some or all of
its authority or administrative responsibility to such individual or individuals who are not
members of the Committee as it shall deem necessary or appropriate; provided,
however,













 




the Committee may not delegate any of its authority or administrative responsibility hereunder
if such delegation would cause any Bonus payable under this Plan not to be considered
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code and the
regulations thereunder, and any such attempted delegation shall not be effective and shall be void
ab initio.




     (e) No Liability. No member of the Board or the Committee or any employee of the Company
Group (each such person a “Covered Person”) shall have any liability to any person
(including, without limitation, any Participant) for any action taken or omitted to be taken or any
determination made in good faith with respect to this Plan, any Award or any Bonus. Each Covered
Person shall be indemnified and held harmless by the Company against and from any loss, cost,
liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such
Covered Person in connection with or resulting from any action, suit or proceeding to which such
Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under this Plan and against and from any and all amounts paid
by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered
Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered
Person, provided that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and, once the Company gives notice of its intent to assume the
defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to a Covered Person to the
extent that a court of competent jurisdiction in a final judgment or other final adjudication, in
either case, not subject to further appeal, determines that the acts or omissions of such Covered
Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith,
fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of, and
shall not be deemed to limit or modify, any other rights of indemnification or the advancement of
expenses to which Covered Persons may be entitled under the Company’s certificate of incorporation
or by-laws, as a matter of law, or otherwise, or any other power that the Company may have to
indemnify such persons or hold them harmless.



Section 3. Performance Period.




     The Committee shall designate the periods (each a “Performance Period”) with respect
to which a Participant may be granted the opportunity to earn one or more payouts to the extent
consistent with Treasury Regulation Section 1.162-27(e)(2). The first Performance Period shall
commence on January 1, 2012. Unless otherwise determined by the Committee, the Performance Period
shall be the Company’s fiscal year.



Section 4. Eligibility and Participation.




     (a) Participants. Prior to the 90th day after the beginning of the Performance
Period, or otherwise in a manner not inconsistent with Treasury Regulation Section 1.162-27(e)(2)
(the “Participation Date”), the Committee shall designate those executive officers of the
Company Group who shall participate in this Plan for each Performance Period (the
“Participants”).



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     (b) Changes During a Performance Period. Except as provided below, the Committee shall have
the authority at any time (i) during the Performance Period to remove Participants from this Plan
for that Performance Period and (ii) prior to the Participation Date (or otherwise in a manner not
inconsistent with Treasury Regulation Section 1.162-27(e)(2)) to add Participants to this Plan for
a particular Performance Period.



Section 5. Bonus Amounts.




     (a) Establishment of Performance Goals and Formula. By the Participation Date (or otherwise
in a manner not inconsistent with Treasury Regulation Section 1.162-27(e)(2)), the Committee shall
establish the objective performance goals (the “Performance Goals”) for a Performance
Period in writing while the outcome of the Performance Goals is substantially uncertain. At the
same time the Performance Goals are established, the Committee shall prescribe a formula to
determine the amount of the bonus which may be payable based upon the level of attainment of the
Performance Goals during the Performance Period (the Participant’s “Award”).



     (b) Performance Goals. The Performance Goals shall be based on one or more of the following
business criteria (either separately or in combination) with regard to the Company (or a
subsidiary, division, other operational unit or administrative department of the Company):



          (i) enterprise value or value creation targets;




          (ii) after-tax or pre-tax profits (including net operating profit after taxes) or net income,
including without limitation that attributable to continuing and/or other operations;




          (iii) after-tax or pre-tax margins;




          (iv) revenues;




          (v) operational cash flow or earnings before income tax or other exclusions (including free
cash flow, cash flow per share or earnings before interest, taxes, depreciation and amortization);




          (vi) reduction of, or limiting the level of increase in, all or a portion of the Company
Group’s bank debt or other long-term or short-term public or private debt or other similar
financial obligations of the Company Group, which may be calculated net of cash balances and/or
other offsets and adjustments as may be established by the Committee;




          (vii) consummation of debt and equity offerings;




          (viii) equity capital raised;




          (ix) earnings per share, earnings per diluted share or earnings per share from continuing
operations;







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          (x) return on capital employed (including, without limitation, return on invested capital or
return on committed capital), return on revenues, return on assets and return on stockholders’
equity;




          (xi) market share;




          (xii) the fair market value of the shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”);




          (xiii) the growth in the value of an investment in the Common Stock assuming the reinvestment
of dividends;




          (xiv) reduction of, or limiting the level of increase in, all or a portion of controllable
expenses or costs or other expenses or costs (including selling, general and administrative
expenses or costs (excluding advertising) as a percentage of sales);




          (xv) economic value added targets based on a cash flow return on investment formula;




          (xvi) customer satisfaction or service measures or indices;




          (xvii) employee satisfaction;




          (xviii) efficiency or productivity measures;




          (xix) asset management (e.g., inventory and receivable levels);




          (xx) compliance goals (e.g., regulatory and legal compliance); or




          (xxi) strategic business objectives, goals or initiatives.




     In addition, Performance Goals may be based upon the attainment of specified levels of Company
Group (or subsidiary, division, other operational unit or administrative department of the Company)
performance under one or more of the measures described above relative to the performance of other
corporations or the historic performance of the Company Group and may be combined with cost of
capital, assets, invested capital and stockholder equity to form an appropriate measure of
performance. To the extent permitted by Section 162(m) of the Code, unless the Committee provides
otherwise at the time of establishing the performance goals, for each fiscal year of the Company,
the Committee may (i) designate additional business criteria on which the performance goals may be
based or (ii) provide for objectively determinable adjustments, modifications or amendments, as
determined in accordance with GAAP, to any of the performance criteria described above for one or
more of the items of gain, loss, profit or expense: (A) determined to be extraordinary or unusual
in nature or infrequent in occurrence, (B) related to the disposal of a segment of a business, (C)
related to a change in accounting principle under GAAP, (D) related to discontinued operations that
do not qualify as a segment of business under GAAP, and (E) attributable to the business operations
of any entity acquired by the Company Group during the fiscal year. To the extent any such
provision would create



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impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m)
of the Code, such provision shall be of no force or effect.




     (c) Committee Discretion to Determine Bonus. Following the completion of each Performance
Period, the Committee shall calculate each Participant’s Award based on the level of attainment of
the Performance Goals and the pre-set formula. The Committee has the sole discretion to determine
whether all or any portion of a Participant’s Award shall be paid, and the specific amount, if any,
to be paid to each Participant, subject in all cases to the terms, conditions and limits of this
Plan. The Committee may, at any time, establish (and, once established, rescind, waive or amend)
additional conditions and terms of payment of Awards (including, but not limited to, the
achievement of other financial, strategic or individual goals, which may be objective or
subjective) as it may deem desirable in carrying out the purposes of this Plan. Notwithstanding
anything to the contrary in this Plan, the Committee may, in its sole discretion, reduce (but not
increase) the Award amount for any Participant for a particular Performance Period at any time
prior to the payment of Awards to Participants pursuant to Section 6. The portion of an Award that
the Committee determines to pay to a Participant for a Performance Period, is herein referred to as
his or her “Bonus”.



     (d) Maximum Bonus. Notwithstanding anything to the contrary in Section 5(c), under no
circumstances shall the Bonus payable to any single Participant for any annual Performance Period
exceed $10,000,000.



     (e) Certification. Following the completion of each Performance Period and prior to any Bonus
payment, the Committee shall certify in writing whether the Performance Goals for the Performance
Period have been met and, if they have been met, certify the amount of the applicable Bonus.



     (f) Termination During a Performance Period. If a Participant’s employment with the Company
Group terminates for any reason before the end of a Performance Period, the Participant shall not
be entitled to any Bonus under this Plan for that Performance Period unless otherwise provided in
the terms of the Award or otherwise determined by the Committee in connection with specified
terminations of employment. A Participant who is terminated for gross misconduct after the end of
the Performance Period shall forfeit participation in this Plan, and no Bonus shall be payable to
such a Participant.



Section 6. Payment of Bonus Amount.




     Each Participant’s Bonus shall be payable by the Company Group, at the discretion of the
Committee, in cash and/or a Company equity-based award of equivalent value (provided that in
determining the number of shares of Common Stock (whether restricted or unrestricted) that is
equivalent to a dollar amount, that dollar amount shall be divided by the average of the high and
low sales price per share of Common Stock on the principal exchange or market on which the Common
Stock is then listed for the last preceding date on which there was a sale of such Common Stock on
such exchange or market (with fractional shares being rounded to the nearest whole share)). The
cash portion of the Bonus (i) shall be paid by March 15th in the fiscal year after the
fiscal year in which the Performance Period in which they are earned is completed, generally at
such time as bonuses are paid by the Company for the relevant fiscal year, but not



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before the Committee certifies in writing that the Performance Goals for such Performance
Period were met, unless otherwise determined pursuant to Section 7(n) and (ii) shall be paid in
U.S. dollars. Any equity-based award shall be granted under a stockholder-approved equity-based
compensation plan subject to such terms and conditions (including vesting requirements) as the
Committee and the administrative committee of the plan under which such equity-based award is
granted may determine.




     Subject to approval by the Committee and to any requirements imposed by the Committee in
connection with such approval, each Participant may be entitled to defer receipt, under the terms
and conditions of any applicable deferred compensation plan of the Company Group and the
requirements of Section 409A of the Code, of part or all of any payments otherwise due under this
Plan.



     No Participant shall have any right to payment of any amounts under this Plan unless and until
the Committee determines (i) the amount of such Participant’s Bonus, (ii) that such Bonus shall be
paid, and (iii) the method and timing of its payment.



Section 7. General Provisions.




     (a) Amendment and Termination. The Board or the Committee may at any time and from time to
time modify, alter, amend, suspend, discontinue or terminate this Plan, except that no
modification, alteration, amendment, suspension, discontinuation or termination (i) may impair the
rights of a Participant under any Award theretofore granted without the Participant’s consent,
except for an amendment made to comply with applicable law, stock exchange rules or accounting
rules or (ii) cause an Award not to be deductible under, or to cease to be deductible under,
Section 162(m) of the Code. In addition, no amendment that would require stockholder approval
under applicable law (including, without limitation, in order for any Bonus paid pursuant to this
Plan to constitute “performance-based compensation” within the meaning of Section 162(m)(4)(C) of
the Code) or stock exchange rules shall be effective without the approval of the stockholders of
the Company as required by such law (including, without limitation, Section 162(m) of the Code and
the regulations thereunder) or stock exchange rules.



     (b) Nonassignability. No rights of any Participant under this Plan may be sold, exchanged,
transferred, assigned, pledged, hypothecated or otherwise disposed of (including through the use of
any cash-settled instrument), either voluntarily or involuntarily by operation of law, other than
by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment,
pledge, hypothecation or other disposition in violation of the provisions of this Section 7(b)
shall be void and shall not be recognized or given effect by the Company Group.



     (c) Plan Creates No Employment Rights. Nothing in this Plan shall confer upon any Participant
the right to continue in the employ of the Company Group for the Performance Period or thereafter
or affect any right which the Company Group may have to terminate such employment.



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     (d) Choice of Forum.



          (i) Jurisdiction. The Company Group and each Participant, as a condition to such
Participant’s participation in this Plan, hereby irrevocably submit to the exclusive jurisdiction
of any state or federal court of appropriate jurisdiction located in 20th Judicial
District of Colorado over any suit, action or proceeding arising out of or relating to or
concerning this Plan that is not otherwise arbitrated or resolved according to Section 7(e). The
Company Group and each Participant, as a condition to such Participant’s participation in this
Plan, acknowledge that the forum designated by this Section 7(d) has a reasonable relation to this
Plan and to the relationship between such Participant and the Company Group. Notwithstanding the
foregoing, nothing herein shall preclude the Company Group from bringing any action or proceeding
in any other court for the purpose of enforcing the provisions of Section 7(d).




          (ii) Acceptance of Jurisdiction. The agreement by the Company Group and each Participant as
to forum is independent of the law that may be applied in the action, and the Company Group and
each Participant, as a condition to such Participant’s participation in this Plan, (i) agree to
such forum even if the forum may under applicable law choose to apply non-forum law, (ii) hereby
waive, to the fullest extent permitted by applicable law, any objection which the Company Group or
such Participant now or hereafter may have to personal jurisdiction or to the laying of venue of
any such suit, action or proceeding in any court referred to in Section 7(d)(i), (iii) undertake
not to commence any suit, action or proceeding arising out of or relating to or concerning this
Plan in any forum other than the forum described in this Section 7(d) and (iv) agree that, to the
fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit,
action or proceeding in any such court shall be conclusive and binding upon the Company Group and
each Participant.




          (iii) Service of Process. Each Participant, as a condition to such Participant’s
participation in this Plan, hereby irrevocably appoints the General Counsel of the Company as such
Participant’s agent for service of process in connection with any action, suit or proceeding
arising out of or relating to or concerning this Plan that is not otherwise arbitrated or resolved
according to Section 7(e), who shall promptly advise such Participant of any such service of
process.




          (iv) Confidentiality. Each Participant, as a condition to such Participant’s participation in
this Plan, agrees to keep confidential the existence of, and any information concerning, a dispute,
controversy or claim described in this Section 7(d), except that a Participant may disclose
information concerning such dispute, controversy or claim to the arbitrator or court that is
considering such dispute, controversy or claim or to such Participant’s legal counsel (provided
that such counsel agrees not to disclose any such information other than as necessary to the
prosecution or defense of the dispute, controversy or claim).




     (e) Dispute Resolution. Subject to the provisions of Section 7(d), any dispute, controversy
or claim between the Company Group and a Participant, arising out of or relating to or concerning
this Plan or any Award shall be finally settled by binding arbitration in Colorado before, and in
accordance with the rules then obtaining of, The Nasdaq Stock Market, Inc. (“Nasdaq”) or,
if Nasdaq declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it),
the American Arbitration Association (the “AAA”) in accordance with the



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commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by a
Participant must first be submitted to the Committee in accordance with claims procedures
determined by the Committee.




     (f) Governing Law. All rights and obligations under this Plan shall be governed by and
construed in accordance with the laws of the State of Colorado, without regard to principles of
conflict of laws.



     (g) Tax Withholding. In connection with any payments to a Participant or other event under
this Plan that gives rise to a federal, state, local or other tax withholding obligation relating
to this Plan (including, without limitation, FICA tax), (i) the Company Group may deduct or
withhold (or cause to be deducted or withheld) from any payment or distribution to such Participant
whether or not pursuant to this Plan or (ii) the Committee shall be entitled to require that such
Participant remit cash (through payroll deduction or otherwise), in each case in an amount
sufficient in the opinion of the Company Group to satisfy the amount required by law to be
withheld.



     (h) Severability. If any of the provisions of this Plan is finally held to be invalid,
illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to
the extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall not be affected thereby.



     (i) No Third Party Beneficiaries. This Plan shall not confer on any person other than the
Company Group and any Participant any rights or remedies hereunder.



     (j) Successors and Assigns. The terms of this Plan shall be binding upon and inure to the
benefit of the Company Group and its successors and assigns and each permitted successor or assign
of each Participant as provided in Section 7(b).



     (k) Plan Headings. The headings in this Plan are for the purpose of convenience only and are
not intended to define or limit the construction of the provisions hereof.



     (l) Construction. In the construction of this Plan, the singular shall include the plural,
and vice versa, in all cases where such meanings would be appropriate.



     (m) Effective Date. This Plan shall become effective immediately prior to the effective date
(the “Effective Date”) of an initial underwritten public offering of the Company’s equity
securities pursuant to an effective Form S-1 registration statement filed under the Securities Act
of 1933, as amended.



     (n) Section 409A of the Code. The Company Group intends that Bonus payments under this Plan
shall be exempt from Section 409A of the Code as short-term deferrals and shall not constitute
“deferred compensation” within the meaning of Section 409A of the Code (absent a valid deferral
election under the terms of another plan or arrangement maintained by the Company Group). This
Plan shall be interpreted, construed and administered in accordance with the foregoing intent, so
as to avoid the imposition of taxes and penalties on Participants pursuant to Section 409A of the
Code. The Company Group shall have no liability to any Participant or



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otherwise if this Plan or any Bonus paid or payable hereunder is subject to the additional tax
and penalties under Section 409A of the Code.




     (o) No Funding. The Company Group shall be under no obligation to fund or set aside amounts
to pay obligations under this Plan. Participants shall have no rights to any amounts under this
Plan other than as a general unsecured creditor of the Company Group.



     (p) No Rights to Other Payments; No Limitation on Other Payments. The provisions of this Plan
provide no right or eligibility to a Participant to any other payouts from the Company Group under
any other alternative plans, schemes, arrangements or contracts the Company Group may have with any
employees or group of employees of the Company Group. Nothing in this Plan shall preclude or limit
the ability of the Company Group to pay any compensation to a Participant under any other plan or
compensatory arrangement whether or not in effect on the date this Plan was adopted.



     (q) No Effect on Benefits. Awards and payments under this Plan shall constitute special
discretionary incentive payments to the Participants and shall not be required to be taken into
account in computing the amount of salary or compensation of the Participants for the purpose of
determining any contributions to or any benefits under any pension, retirement, profit-sharing,
bonus, life insurance, severance or other benefit plan of the Company Group or under any agreement
with a Participant, unless the Company Group or such other arrangement specifically provides
otherwise.



     (r) Term of Plan. This Plan shall continue until suspended, discontinued or terminated by the
Board or the Committee in its sole discretion. No Award shall be granted based on the business
criteria set forth in Section 5(b) on or after the first stockholder meeting that occurs after the
close of the third (3rd) calendar year following the calendar year in which the
Effective Date occurs, unless the stockholders of the Company re-approve the business criteria on
or before such stockholder meeting.



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