Exhibit 10.1  PONIARD PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2004 INCENTIVE COMPENSATION PLAN  RESTRICTED STOCK UNIT AWARD
NOTICE
(Non-Employee Directors)  Poniard Pharmaceuticals, Inc.
(the Company) hereby grants to
you (Participant) a Restricted Stock
Unit Award (the Award).  The Award is subject to all the terms and
conditions set forth in this Restricted Stock Unit Award Notice (the Award Notice) and the Restricted
Stock Unit Award Agreement (the Award Agreement)
and the Poniard Pharmaceuticals, Inc. Amended and Restated 2004 Incentive
Compensation Plan (the Plan),
which are incorporated into the Award Notice in their entirety.  Participant:Grant Date:Number of Restricted Stock Units Subject to
  Award (the Units):Vesting Schedule:
  
  50% of the Units will vest on the first annual
  meeting of shareholders that occurs after the 2010 annual meeting of
  shareholders and the remaining 50% of the Units will vest on the second
  annual meeting of shareholders that occurs after the 2010 annual meeting of
  shareholders, subject to continued service as a director to the Company.  Additional Terms/Acknowledgement:  You acknowledge receipt of, and
understand and agree to, the Award Notice, the Award Agreement and the
Plan.  You further acknowledge that as of
the Grant Date, the Award Notice, the Award Agreement and the Plan set forth
the entire understanding between you and the Company regarding the Award and
supersede all prior oral and written agreements on the subject.  PONIARD PHARMACEUTICALS, INC.
  
  PARTICIPANTBy:[print participants name]Its:Address:  Attachments:
1.  Restricted Stock Unit Award Agreement
2.  Plan Summary for the Plan


PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2004 INCENTIVE
COMPENSATION PLAN  RESTRICTED STOCK UNIT AWARD
AGREEMENT  Pursuant to your Restricted Stock Unit Award Notice (the
Award Notice) and this Restricted
Stock Unit Award Agreement (this Award  Agreement), Poniard Pharmaceuticals, Inc. (the Company) has granted to you a
Restricted Stock Unit Award (the Award)
under its Amended and Restated 2004 Incentive Compensation Plan (the Plan) for the number of Restricted
Stock Units indicated in your Award Notice. 
Capitalized terms not explicitly defined in this Award Agreement or the
Award Notice but defined in the Plan have the same definitions as in the Plan.  The details of the
Award are as follows:  1.Vesting  Subject
to the terms of this Award Agreement, the Award will vest as set forth in the
Award Notice (the Vesting Schedule).One share of the
Companys Common Stock will be issuable for each Restricted Stock Unit that
vests.  Restricted Stock Units that have
vested and are no longer subject to forfeiture according to the Vesting
Schedule are referred to herein as Vested Units.  Restricted Stock Units that have not vested
and remain subject to forfeiture under the Vesting Schedule are referred to
herein as Unvested Units.  The Unvested Units will vest (and to the
extent so vested cease to be Unvested Units remaining subject to forfeiture) in
accordance with the Vesting Schedule (the Unvested and Vested Units are
collectively referred to herein as the Units).  As
soon as practicable after Unvested Units become Vested Units, but in no event
later than 45 days after vesting, the Company will settle the Vested Units by
issuing to you one share of the Companys Common Stock for each Vested Unit.  2.Automatic Forfeiture of Unvested Units  If
you cease to be a director of the Company for any reason, any Unvested Units
automatically will be forfeited to the Company at such time.  You will have no further rights, and the
Company will have no further obligations to you, with respect to such Unvested
Units.  3.Corporate Transaction  Unvested
Units will become fully vested immediately prior to a Corporate Transaction to
the extent provided by Section 10.2 of the Plan.  4.Securities Law Compliance  4.1You represent and warrant
that you (a) have been furnished with a copy of the Plan and the plan
summary for the Plan and all information which you deem necessary to evaluate
the merits and risks of receipt of the Award, (b) have had the opportunity
to ask


questions
and receive answers concerning the information received about the Award and the
Company, and (c) have been given the opportunity to obtain any additional
information you deem necessary to verify the accuracy of any information
obtained concerning the Award and the Company.  4.2You hereby agree that you
will in no event sell or distribute all or any part of the Companys Common
Stock that you may receive pursuant to settlement of the Units (the Shares) unless (a) there is an
effective registration statement under the Securities Act of 1933, as amended
(the Securities Act), and
applicable state securities laws covering any such transaction involving the
Shares or (b) the Company receives an opinion of your legal counsel
(concurred in by legal counsel for the Company) stating that such transaction
is exempt from registration or the Company otherwise satisfies itself that such
transaction is exempt from registration. 
You understand that the Company has no obligation to you to register the
Shares with the Securities and Exchange Commission and has not represented to
you that it will so register the Shares.  4.3You
confirm that you have been advised, prior to your receipt of the Shares, that
neither the offering of the Shares nor any offering materials have been
reviewed by any administrator under the Securities Act or any other applicable
securities act (the Acts) and
that the Shares cannot be resold unless they are registered under the Acts or
unless an exemption from such registration is available.  4.4You hereby agree to
indemnify the Company and hold it harmless from and against any loss, claim or
liability, including attorneys fees or legal expenses, incurred by the Company
as a result of any breach by you of, or any inaccuracy in, any representation,
warranty or statement made by you in this Award Agreement or the breach by you
of any terms or conditions of this Award Agreement.  5.Transfer Restrictions  Units
shall not be sold, transferred, assigned, encumbered, pledged or otherwise
disposed of, whether voluntarily or by operation of law.  6.No Rights as Shareholder  You
shall not have voting or other rights as a shareholder of the Company with
respect to the Units.  7.Independent Tax Advice  You acknowledge that
determining the actual tax consequences to you of receiving or disposing of the
Units and the Shares may be complicated. 
These tax consequences will depend, in part, on your specific situation
and may also depend on the resolution of currently uncertain tax law and other
variables not within the control of the Company.  You are aware that you should consult a
competent and independent tax advisor for a full understanding of the specific
tax consequences to you of receiving the Units and receiving or disposing of
the Shares.  Prior to executing the Award
Notice and Award Agreement, you either have consulted with a competent tax advisor
independent of the Company to obtain tax advice concerning the receipt of the
Units  2


and the receipt or disposition of the Shares in
light of your specific situation or you have had the opportunity to consult
with such a tax advisor but chose not to do so.  8.             Book Entry Registration of Shares  The
Company will issue the Shares by registering the Shares in book entry form with
the Companys transfer agent in your name and the applicable restrictions will
be noted in the records of the Companys transfer agent and in the book entry
system.  9.Withholding  You
are ultimately responsible for all taxes owned in connection with this Award
(e.g., at vesting and/or upon receipt of the Shares), including any domestic or
foreign tax withholding obligation required by law, whether national, federal,
state or local, including FICA or any other social tax obligation.  10.General Provisions  10.1        Notices.Whenever
any notice is required or permitted hereunder, such notice must be in writing
and personally delivered or sent by mail. 
Any notice required or permitted to be delivered hereunder will be
deemed to be delivered on the date on which it is personally delivered, or,
whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address that such person
has theretofore specified by written notice delivered in accordance
herewith.  You or the Company may change,
by written notice to the other, the address previously specified for receiving
notices.  Notices delivered to the
Company should be addressed as follows:  Poniard Pharmaceuticals, Inc.Attn: Chief Financial
  Officer7000 Shoreline Court,
  Suite 270South San Francisco,
  California 94080  10.2Assignment.  The Company may assign its rights under this
Award Agreement at any time, whether or not such rights are then exercisable,
to any person or entity selected by the Companys Board of Directors.  10.3        No Waiver.  No waiver of any provision of this Award
Agreement will be valid unless in writing and signed by the person against whom
such waiver is sought to be enforced, nor will failure to enforce any right hereunder
constitute a continuing waiver of the same or a waiver of any other right
hereunder.  10.4        Undertaking.  You hereby agree to take
whatever additional action and execute whatever additional documents the
Company may deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on either you or the Units
pursuant to the express provisions of this Award Agreement.  10.5        Agreement Is Entire Contract.  This Award Agreement, the Award Notice and
the Plan constitute the entire contract between the parties hereto with regard
to the subject matter  3


hereof and supersede all prior oral or written
agreements on the subject.  This Award
Agreement is made pursuant to the provisions of the Plan will in all respects
be construed in conformity with the express terms and provisions of the Plan.  10.6        Successors and Assigns.  The provisions of this Award
Agreement and the Award Notice will inure to the benefit of, and be binding on,
the Company and its successors and assigns and you and your legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person will have become a party to
this Award Agreement and agreed in writing to join herein and be bound by the
terms and conditions hereof.  10.7        No Service Contract.  Nothing in this Award Agreement
will affect in any manner whatsoever the right or power of the Company, or any
Related Corporation, to terminate your service on behalf of the Company or any
Related Corporation, for any reason, with or without Cause.  10.8        Section 409A Compliance.  Payments made pursuant to this
Award Agreement and the Plan are intended to qualify for an exemption from or
comply with Section 409A of the Code. 
Notwithstanding any other provision in this Award Agreement, the Award
Notice and the Plan to the contrary, the Company, to the extent it deems
necessary or advisable in its sole discretion, reserves the right, but shall not
be required, to unilaterally amend or modify this Award Agreement or the Award
Notice so that the Award qualifies for exemption from or complies with Section 409A
of the Code; provided, however, that the Company makes no representations that
the Award shall be exempt from or comply with Section 409A of the Code and
makes no undertaking to preclude Section 409A of the Code from applying to
the Award.  No provision of this Award
Agreement or the Award Notice shall be interpreted or construed to transfer any
liability for failure to comply with Section 409A of the Code from you or
any other individual to the Company.  By
executing the Award Notice, you agree that you shall be deemed to have waived
any claim against the Company with respect to any such tax consequences.  10.9        Counterparts.  The Award Notice may be executed in two or
more counterparts, each of which will be deemed an original, but which, upon
execution, will constitute one and the same instrument.  4