EX-10.17



 Exhibit 10.17 
 Durata Therapeutics, Inc. 
 Director Compensation and Reimbursement
Policy 
 This Director Compensation and Reimbursement Policy of Durata Therapeutics, Inc. (the
“Corporation”) provides for compensation of each member of the Board of Directors (the “Board”) of the Corporation who is not an employee of the Corporation or any subsidiary of the Corporation and who is not
serving as a representative of an entity that has invested in the Corporation (an “Outside Director”). This Director Compensation and Reimbursement Policy also provides for reimbursement of expenses for all members of the Board.

 Annual Cash Retainers 
 Each Outside Director is entitled to receive an annual cash retainer of $35,000 for service as a director. Each Outside Director who serves as Chairman of the Board also is entitled to receive an
additional annual cash retainer of $15,000. Each Outside Director also is entitled to receive the following additional annual cash retainer for service as the chair or other member of the Board committees set forth below. 

 

									
	 	  	Annual Retainer for Service on
Board Committees	 
	 Committee
	  	Chair	 	  	Other Members	 
	 Audit Committee
	  	$	15,000	  	  	$	7,500	  
	 Organization and Compensation Committee
	  	$	10,000	  	  	$	5,000	  
	 Nominating and Corporate Governance Committee
	  	$	5,000	  	  	$	2,500	  

 Annual cash retainers for service as an Outside Director and as the chair or other member of a Board committee shall be
payable in arrears in four equal quarterly installments on the last day of each quarter; provided that the amount of such payment shall be prorated for any portion of such quarter that the director was not serving on the Board or the applicable
committee. 
 Equity Compensation 
 After the effective date of the Corporation’s 2012 Stock Incentive Plan, as it may be amended from time to time (the “Plan”), the Corporation shall grant to each Outside Director, on the
date of the annual meeting of stockholders of the Corporation, (i) a nonstatutory stock option (an “Annual Option”) to purchase such number of shares of Common Stock having a value, as of such date, that is equal to $50,000, as
determined using the Black-Scholes option pricing model, and (ii) to the Outside Director who is serving as Chairman of the Board at the time of the annual meeting, if any, an Annual Option to purchase such number of shares of Common Stock
having a value, as of such date, that is equal to $15,000, as determined using the Black-Scholes option pricing model. An Annual Option shall vest in full after a period of 12 months and, in the event of a change in control of the Corporation, the
option will accelerate in full. 
 Annual Options shall (i) have an exercise price equal to the Fair Market Value (as
defined in the Plan) of the Corporation’s Common Stock on the date of grant, (ii) expire on the earlier of 10 years from the date of grant or 24 months following cessation of service on the Board and (iii) contain such other terms and
conditions as the Board shall determine. 
 The obligation to grant Annual Options under the Plan to an Outside Director shall,
if so determined by the Board, be reduced to the extent the Corporation is otherwise obligated to grant, or the Board otherwise grants or has granted, options to such Outside Director. 
 Reimbursement of Expenses 
 The Corporation shall reimburse each member of
the Board for reasonable travel and other out-of-pocket expenses incurred in connection with attending meetings of the Board and its committees.