Exhibit 10.26


 


Level 2 – Amended & Restated


 


PONIARD PHARMACEUTICALS, INC.

AMENDED AND RESTATED

KEY EXECUTIVE SEVERANCE AGREEMENT


 


This
Amended and Restated Key Executive Severance Agreement (this “Agreement”), dated as
of February 24, 2009, is entered into by and between PONIARD
PHARMACEUTICALS, INC., a Washington corporation (as supplemented by
Section 10 hereof, the “Company”), and ANNA WIGHT (the “Executive”) to
reflect amendments made in December, 2008.


 


The
Board of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its shareholders to ensure that the Company will
have the continued dedication of the Executive, notwithstanding the fact that
the Executive does not have any form of traditional employment contract or
other assurance of job security. The Board believes it is imperative to
diminish any distraction of the Executive arising from the personal uncertainty
and insecurity that arises in the absence of any assurance of job security by
providing the Executive with reasonable compensation and benefit arrangements
in the event of termination of the Executive’s employment by the Company under
certain defined circumstances.


 


In
order to accomplish these objectives, the Board has caused the Company to enter
into this Agreement.


 


1.                                      Term


 


The
initial term of this Agreement (the “Initial Term”) shall be for a period of one
(1) year from the date of this  Agreement as first appearing above;
provided, however, that this Agreement shall automatically renew for successive
additional one (1) year periods (“Renewal Terms”) unless notice of nonrenewal
is given by either party to the other party at least nine (9) months prior
to the end of the Initial Term or any Renewal Term; and provided, further, that
if a Change of Control (as defined in the Change of Control Agreement
referenced in Section 16 hereof) occurs during the Term, the Term shall
automatically extend for the duration of the Employment Period (as defined in
the Change of Control Agreement). The “Term” of this Agreement shall be the Initial
Term plus all Renewal Terms and, if applicable, the duration of the Employment
Period. At the end of the Term, this Agreement shall terminate without further
action by either the Company or the Executive.


 


2.                                      Employment at Will


 


The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company or any affiliated companies is “at
will” and may be terminated by either the Executive or the Company or its
affiliated companies at any time with or without cause, subject to the
termination payments prescribed herein.


 

















 


3.                                      Attention and Effort


 


During
any period of time that the Executive remains in the employ of the Company, and
excluding any periods of vacation and sick leave to which the Executive is
entitled, the Executive will devote all of the Executive’s productive time,
ability, attention and effort to the business and affairs of the Company and
the discharge of the responsibilities assigned to the Executive hereunder, and
will seek to perform faithfully and efficiently such responsibilities. It shall
not be a violation of this Agreement for the Executive to (a) serve on
corporate, civic or charitable boards or committees, (b) deliver lectures,
fulfill speaking engagements or teach at educational institutions,
(c) manage personal investments, or (d) engage in activities
permitted by the policies of the Company or as specifically permitted by the
Company, so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities in accordance with this
Agreement. It is expressly understood and agreed that to the extent any such
activities have been conducted by the Executive prior to the Term, the
continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) during the Term shall not thereafter be deemed to
interfere with the performance of the Executive’s responsibilities to the
Company.


 


4.                                      Termination


 


During
the Term, employment of the Executive may be terminated as follows, but, in any
case, the nondisclosure provisions set forth in Section 7 hereof shall
survive the termination of this Agreement and the termination of the
Executive’s employment with the Company:


 


4.1                               Termination by the Company
or the Executive


 


At
any time during the Term, the Company may terminate the employment of the
Executive with or without Cause (as defined below), and the Executive may
terminate the Executive’s employment for Good Reason (as defined below) or for
any reason, upon giving a Notice of Termination (as defined below).


 


4.2                               Automatic Termination


 


This
Agreement and the Executive’s employment during the Term shall terminate
automatically upon the death or Total Disability of the Executive. The term “Total Disability” as
used herein shall mean the Executive’s inability (with such accommodation as
may be required by law and which places no undue burden on the Company), as determined
by a physician selected by the Company and acceptable to the Executive, to
perform the Executive’s essential duties for a period or periods aggregating
twelve (12) weeks in any three hundred sixty-five (365) day period as a result
of physical or mental illness, loss of legal capacity or any other cause beyond
the Executive’s control, unless the Executive is granted a leave of absence by
the Board.


 


4.3                               Notice of Termination


 


Any
termination by the Company or by the Executive during the Term shall be
communicated by a Notice of Termination to the other party given in accordance
with Section 9 hereof. The term “Notice of Termination” shall mean a written
notice that (a) indicates the specific termination provision in this
Agreement relied upon and (b) to the extent applicable, sets 


 


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forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated. The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executive’s or the Company’s rights hereunder.


 


4.4                               Date of Termination


 


“Date of Termination”
means (a) if the Executive’s employment is terminated by reason of death,
the last day of the calendar month in which the Executive’s death occurs,
(b) if the Executive’s employment is terminated by reason of Total
Disability, immediately upon a determination by the Company of the
Executive’s Total Disability, and (c) in all other cases, ten (10) days
after the date of personal delivery or mailing of the Notice of Termination.
The Executive’s employment and performance of services will continue during
such ten (10) day period; provided, however, that the Company may, upon
notice to the Executive and without reducing the Executive’s compensation
during such period, excuse the Executive from any or all of the Executive’s
duties during such period. Notwithstanding anything contained in this Agreement
to the contrary, the date on which a “separation from service” (“Separation from Service”) pursuant to Section 409A of the
Internal Revenue Code of 1986, as amended (“Code Section 409A”), occurs shall be the “Date of
Termination” or termination of employment for purposes of determining the
timing of payments under this Agreement to the extent necessary to have such
payments and benefits under this Agreement be exempt from the requirements of
Code Section 409A or comply with the requirements of Code
Section 409A.


 


5.                                      Termination Payments


 


In
the event of termination of the Executive’s employment during the Term, all
compensation and benefits shall terminate, except as specifically provided in
this Section 5.


 


5.1                               Termination by the Company
Other Than for Cause or by the Executive for Good Reason


 


If
during the Term the Company terminates the Executive’s employment other than
for Cause or the Executive terminates the Executive’s employment for Good
Reason, the Executive shall be entitled to:


 


(a)                                 receive payment of the following accrued
obligations (the “Accrued
Obligations”):


 


(i)                                     the Executive’s then current annual base
salary through the Date of Termination to the extent not theretofore paid;


 


(ii)                                  any compensation previously deferred by the
Executive (together with accrued interest or earnings thereon, if any); and


 


(iii)                               any accrued vacation pay that would be
payable under the Company’s standard policy, in each case to the extent not
theretofore paid;


 


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(b)                                have the Company pay for nine (9) months
after the Date of Termination or until the Executive qualifies for comparable
medical and dental insurance benefits from another employer, whichever occurs
first, the Executive’s premiums for health insurance benefit continuation for
the Executive and the Executive’s family members, if applicable, that the
Company provides to the Executive under the provisions of the federal
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the
extent that the Company would have paid such premiums had the Executive
remained employed by the Company (such continued payment is hereinafter
referred to as “COBRA
Continuation”); and


 


(c)                                  an amount as severance pay equal to
seventy-five percent (75%) of the Executive’s then current annual base salary
for the fiscal year in which the Date of Termination occurs, subject to payment
as set forth in Sections 5.5 and 5.9 hereof.


 


5.2                               Termination for Cause or
Other Than for Good Reason


 


If
during the Term the Executive’s employment shall be terminated by the Company
for Cause or by the Executive for other than Good Reason, this Agreement shall
terminate without further obligation on the part of the Company to the
Executive, other than the Company’s obligation to pay the Executive the Accrued
Obligations to the extent theretofore unpaid.


 


5.3                               Expiration of Term


 


In
the event the Executive’s employment is not terminated prior to expiration of
the Term, this Agreement shall terminate without further obligation on the part
of the Company to the Executive.


 


5.4                               Termination Because of Death
or Total Disability


 


If
during the Term the Executive’s employment is terminated by reason of the
Executive’s death or Total Disability, this Agreement shall terminate
automatically without further obligation on the part of the Company to the
Executive or the Executive’s legal representatives under this Agreement, other
than the Company’s obligation to pay the Executive the Accrued Obligations
(which shall be paid to the Executive’s estate or beneficiary, as applicable in
the case of the Executive’s death) and to provide COBRA Continuation.


 


5.5                               Payment Schedule


 


All
payments of Accrued Obligations, or any portion thereof payable pursuant to
this Section 5, other than deferred compensation pursuant to
Section 5.1(a)(ii) hereof, shall be made to the Executive within ten
(10) working days of the Date of Termination. Deferred compensation
pursuant to Section 5.1(a)(ii) hereof shall be payable pursuant to
the terms of the deferred compensation program. Any severance payments payable
to the Executive pursuant to Section 5.1(c) hereof shall be made to
the Executive in the form of salary continuation, payable at normal payroll
intervals during the nine (9) month period following the Date of
Termination. Notwithstanding the preceding provisions of this Section 5,
if any payment or benefit pursuant to this Agreement constitutes a “deferral of
compensation” subject to Code Section 409A (after taking into account, to
the maximum extent possible, any applicable exemptions) (a “409A Payment”)
treated as payable to a Specified Employee (as defined in Section 20.1
hereof) upon 


 


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Separation from Service, the
provisions of Section 20.1 hereof shall apply. Section 5.8 hereof
must be satisfied to receive payments and benefits under this Agreement.


 


5.6                               Cause


 


For
purposes of this Agreement, “Cause” means cause given by the Executive to the Company
and shall include, without limitation, the occurrence of one (1) or more
of the following events:


 


(a)                                  a clear refusal to carry out any material
lawful duties of the Executive or any directions of the Board or senior
management of the Company reasonably consistent with those duties;


 


(b)                                 persistent failure to carry out any lawful
duties of the Executive or any directions of the Board or senior management
reasonably consistent with those duties; provided, however, that the Executive
has been given reasonable notice and opportunity to correct any such failure;


 


(c)                                  violation by the Executive of a state or
federal criminal law involving the commission of a crime against the Company or
any other criminal act involving moral turpitude;


 


(d)                                 current abuse by the Executive of alcohol or
controlled substances; deception, fraud, misrepresentation or dishonesty by the
Executive; or any incident materially compromising the Executive’s reputation
or ability to represent the Company with investors, customers or the public; or


 


(e)                                  any other material violation of any provision
of this Agreement by the Executive, subject to the notice and opportunity-to-cure
requirements of Section 8 hereof.


 


5.7                               Good Reason


 


For
purposes of this Agreement, “Good Reason” means:


 


(a)                                  material reduction of the Executive’s annual
base salary to a level below the level in effect on the date of this Agreement,
regardless of any change in the Executive’s duties or responsibilities;


 


(b)                                 the assignment to the Executive of any duties
materially inconsistent with the Executive’s position, authority, duties or
responsibilities or any other action by the Company that results in a material
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated and inadvertent action not taken in bad faith and
that is remedied by the Company promptly after receipt of notice thereof given
by the Executive;


 


(c)                                  the Company’s requiring the Executive to be
based at any office or location more than fifty (50) miles from the city in
which the Executive is currently employed by the Company, i.e., San Francisco,
California or Seattle, Washington;


 


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(d)                                 any failure by the Company to comply with and
satisfy Section 10 hereof; provided, however, that the Company’s successor
has received at least ten (10) days’ prior written notice from the Company
or the Executive of the requirements of Section 10 hereof; or


 


(e)                                  any other material violation of any provision
of this Agreement by the Company;


 


provided, however, that the
Executive has notified the Company of such salary reduction, assignment,
failure, situation or violation within ninety (90) days of its occurrence and
there has been compliance with the notice and opportunity-to-cure requirements
of Section 8 hereof.


 


5.8                               General Release of Claims


 


As
a condition to receiving the payments and benefits under this Section 5
other than Accrued Obligations set forth in Sections 5.1(a)(i) and
5.1(a)(iii) hereof, the Executive shall execute (and not later revoke) a
general release and waiver of all claims against the Company, which release and
waiver shall be in a form satisfactory to the Company, in its sole discretion,
and delivered to the Company no later than the seventh day of the third month
of the fiscal year following the year in which the Date of Termination occurs.
By way of example and not limitation, the general release and waiver of claims
will include any claims for wages, bonuses, employment benefits, or damages of
any kind whatsoever, arising out of any contracts, express or implied, any
covenant of good faith and fair dealing, express or implied, any theory of
wrongful discharge, any legal restriction on the Company’s right to terminate
employment, or any federal, state or other governmental statute or ordinance,
including, without limitation, Title VII of the Civil Rights Act of 1964, the
federal Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Washington Law Against
Discrimination, or any other legal limitation on the employment relationship.
To the extent any payment or benefit is a 409A Payment, the provisions of
Section 20.3 hereof shall apply.


 


5.9                               Dispute Regarding Existence
of Good Reason for Termination


 


In
the event the Company disputes whether Good Reason existed for the Executive to
terminate the Executive’s employment for Good Reason, the Company shall pay
salary continuation as provided in Section 5.5 until the earliest of
(a) settlement by the parties, (b) determination by arbitration in
accordance with Section 14 hereof that Good Reason did not exist, and
(c) completion of the payments required by Section 5.5 and
Section 5.1(c) hereof. If, pursuant to Section 14 hereof, an
arbitrator determines that Good Reason did not exist, the arbitrator shall also
decide whether the Executive had a reasonable, good-faith basis for claiming
that there was Good Reason to terminate. If the arbitrator determines that
there was not such a basis, the Executive shall be obligated to repay promptly
to the Company the salary continuation payments; if the arbitrator determines
that there was such a basis, the Executive shall not be obligated to repay the
salary continuation.


 


6.                                      Representations, Warranties
and Other Conditions


 


In
order to induce the Company to enter into this Agreement, the Executive
represents and warrants to the Company as follows:


 


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6.1                               Health


 


The Executive
is in good health and knows of no physical or mental disability that, with any
accommodation that may be required by law and that places no undue burden on
the Company, would prevent the Executive from fulfilling the Executive’s obligations
hereunder. The Executive agrees, if the Company requests, to submit to
reasonable periodic medical examinations by a physician or physicians
designated by, paid for and arranged by the Company. The Executive agrees that
each examination’s medical report shall be provided to the Company.


 


6.2                               No
Violation of Other Agreements


 


The Executive
represents that neither the execution nor the performance of this Agreement by
the Executive will violate or conflict in any way with any other agreements or
obligations by which the Executive may be bound.


 


7.                                      Nondisclosure;
Return of Materials


 


7.1                               Nondisclosure


 


Except as
required by the Executive’s employment with the Company, the Executive will
not, at any time during the term of employment by the Company, or at any time
thereafter, directly, indirectly or otherwise, use, communicate, disclose,
disseminate, lecture upon or publish articles relating to any confidential,
proprietary or trade secret information of the Company without the prior
written consent of the Company. The Executive understands that the Company will
be relying on this Agreement in continuing the Executive’s employment, paying
the Executive’s compensation, granting the Executive any promotions or raises,
or entrusting the Executive with any information that helps the Company compete
with others.


 


7.2                               Return
of Materials


 


All documents,
records, notebooks, notes, memoranda, drawings or other documents made or
compiled by the Executive at any time while employed by the Company, or in the
Executive’s possession, including any and all copies thereof, shall be the
property of the Company and shall be held by the Executive in trust and solely
for the benefit of the Company, and shall be delivered to the Company by the
Executive upon termination of employment or at any other time upon request by
the Company.


 


8.                                      Notice
and Cure of Breach


 


Whenever a
breach of this Agreement by either party is relied upon as justification for
any action taken by the other party pursuant to any provision of this Agreement,
other than clause (a), (b), (c) or (d) of Section 5.6
hereof, before such action is taken, the party asserting the breach of this
Agreement shall give the other party at least twenty (20) days’ prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the twenty (20) day
period.


 


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9.                                      Form of
Notice


 


Every notice
required by the terms of this Agreement shall be given in writing by serving
the same upon the party to whom it was addressed personally or by registered or
certified mail, return receipt requested, at the address set forth below or at such
other address as may hereafter be designated by notice given in compliance with
the terms hereof:


 


	
  If to the Executive:

  	
  Anna Wight

  
	
   

  	
  6524 44th Avenue NE

  
	
   

  	
  Seattle, WA 98115

  
	
   

  	
   

  
	
  If to the Company:

  	
  Poniard Pharmaceuticals, Inc.

  
	
   

  	
  300 Elliott Avenue West, Suite 500

  
	
   

  	
  Seattle, Washington 98119

  
	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
   

  
	
  With a copy to:

  	
  Perkins Coie LLP

  
	
   

  	
  1201 Third Avenue, Suite 4800

  
	
   

  	
  Seattle, Washington 98101-3099

  
	
   

  	
  Attn: James R. Lisbakken

  



 


Except as set
forth in Section 4.4 hereof, if notice is mailed, such notice shall be
effective upon mailing.


 


10.                               Assignment


 


This Agreement
is personal to the Executive and shall not be assignable by the Executive.


 


The Company
shall assign to and require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in
this Agreement, “Company”
shall mean Poniard Pharmaceuticals, Inc. and any affiliated company or
successor to its business and/or assets as aforesaid that assumes and agrees to
perform this Agreement by contract, operation of law or otherwise; and as long
as such successor assumes and agrees to perform this Agreement, the termination
of the Executive’s employment by one such entity and the immediate hiring and
continuation of the Executive’s employment by the succeeding entity shall not
be deemed to constitute a termination or trigger any severance obligation under
this Agreement. All the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.


 


11.                               Waivers


 


No delay or
failure by any party hereto in exercising, protecting or enforcing any of its
rights, titles, interests or remedies hereunder, and no course of dealing or
performance with respect thereto, shall constitute a waiver thereof. The
express waiver by a party hereto of any 


 


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right, title, interest or remedy in a particular instance or
circumstance shall not constitute a waiver thereof in any other instance or
circumstance. All rights and remedies shall be cumulative and not exclusive of
any other rights or remedies.


 


12.                               Amendments
in Writing


 


No amendment,
modification, waiver, termination or discharge of any provision of this
Agreement, or consent to any departure therefrom by either party hereto, shall
in any event be effective unless the same shall be in writing, specifically
identifying this Agreement and the provision intended to be amended, modified,
waived, terminated or discharged and signed by the Company and the Executive,
and each such amendment, modification, waiver, termination or discharge shall
be effective only in the specific instance and for the specific purpose for
which given. No provision of this Agreement shall be varied, contradicted or
explained by any oral agreement, course of dealing or performance or any other
matter not set forth in an agreement in writing and signed by the Company and
the Executive.


 


13.                               Applicable
Law


 


This Agreement
shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the
laws of the State of Washington, without regard to any rules governing
conflicts of laws.


 


14.                               Arbitration;
Attorneys’ Fees


 


Except in
connection with enforcing Section 7 hereof, for which legal and equitable
remedies may be sought in a court of law, any dispute arising under this
Agreement shall be subject to arbitration. The arbitration proceeding shall be
conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the “AAA Rules”) then in effect, conducted by one (1) arbitrator
either mutually agreed upon or selected in accordance with the AAA Rules. The
arbitration shall be conducted in King County, Washington, under the
jurisdiction of the Seattle office of the American Arbitration Association. The
arbitrator shall have authority only to interpret and apply the provisions of
this Agreement, and shall have no authority to add to, subtract from or
otherwise modify the terms of this Agreement. Any demand for arbitration must
be made within sixty (60) days of the event(s) giving rise to the claim
that this Agreement has been breached. The arbitrator’s decision shall be final
and binding, and each party agrees to be bound by the arbitrator’s award,
subject only to an appeal therefrom in accordance with the laws of the State of
Washington. Either party may obtain judgment upon the arbitrator’s award in the
Superior Court of King County, Washington.


 


If it becomes
necessary to pursue or defend any legal proceeding, whether in arbitration or
court, in order to resolve a dispute arising under this Agreement, the
prevailing party in any such proceeding shall be entitled to recover its reasonable
costs and attorneys’ fees. To the extent necessary to prevent the Executive
from being subject to any additional tax pursuant to Code Section 409A(a)(1)(B),
any amounts payable to the Executive pursuant to this paragraph shall be paid
in no event later than the year following the year during which such costs and
fees were incurred.


 


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15.                               Severability


 


If any
provision of this Agreement shall be held invalid, illegal or unenforceable in
any jurisdiction, for any reason, including, without limitation, the duration
of such provision, its geographical scope or the extent of the activities
prohibited or required by it, then, to the full extent permitted by law, (a) all
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the intent
of the parties hereto as nearly as may be possible, (b) such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.


 


16.                               Coordination
With Change of Control Agreement


 


Contemporaneously
with this Agreement, the Company and the Executive are entering into an Amended
and Restated Change of Control Agreement (the “Change of Control Agreement”), which
agreement provides for certain forms of severance and benefit payments in the
event of termination of the Executive’s employment under certain defined
circumstances. This Agreement is in addition to the Change of Control
Agreement, providing certain assurances to the Executive in circumstances that
the Change of Control Agreement does not cover, and in no way supersedes or
nullifies the Change of Control Agreement. Nevertheless, it is possible that a
termination of employment by the Company or by the Executive may fall within
the scope of both agreements. In such event, payments made to the Executive
under Section 5.1 hereof shall be coordinated with payments made to the
Executive under Section 8.1 of the Change of Control Agreement as follows:


 


(a)                                  Accrued
Obligations under this Agreement need not be paid if paid under the Change of
Control Agreement;


 


(b)                                 COBRA
Continuation under this Agreement need not be provided if provided under the
Change of Control Agreement; and


 


(c)                                  the
severance payment required under Section 5.1(c) hereof (and paid pursuant
to Section 5.5 hereof) need not be paid to the extent a severance payment
is made under Section 8.1(d) of the Change of Control Agreement in
connection with a Change of Control under the Change of Control Agreement that
constitutes a change in the ownership or effective control of the Company or in
the ownership of a substantial portion of the assets of the Company within the
meaning of subsection (a)(2)(A)(v) of Code Section 409A, i.e., the
credit from Section 8.1(d) of the Change of Control Agreement is
applied as amounts become due under Section 5.5 hereof.


 


17.                               Excess
Parachute Payments


 


Unless
provided by Section 8.8 of the Change of Control Agreement, if any portion
of the payments or benefits under this Agreement or any other agreement or benefit
plan of the Company (including stock options) would be characterized as an “excess
parachute payment” to the Executive under Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), the Executive shall be paid any
excise tax that the Executive owes under Code Section 4999 as a result of
such characterization, such excise tax to be paid to the Executive at 


 


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least ten (10) days prior to the date that the Executive is
obligated to make the excise tax payment. The determination of whether and to
what extent any payments or benefits would be “excess parachute payments” and
the date by which any excise tax shall be due shall be determined in writing by
recognized tax counsel selected by the Company and reasonably acceptable to the
Executive. Without limitation on the foregoing, the payments made pursuant to
this Section 17 shall be made no later than the end of the year following
the year in which the Executive remits such excise tax to the Internal Revenue
Service.


 


18.                               Entire
Agreement


 


This Agreement
supersedes and replaces the Key Executive Severance Agreement, dated as of March 3,
2008, between the parties, and except as described in Section 16 hereof,
this Agreement constitutes the entire agreement between the Company and the
Executive with respect to the subject matter hereof, and all prior or
contemporaneous oral or written communications, understandings or agreements
between the Company and the Executive with respect to such subject matter are
hereby superseded and nullified in their entireties, except that the
Proprietary Information and Invention Agreement between the Executive and the
Company shall continue in full force and effect to the extent not superseded by
Section 7 hereof.


 


19.                               Withholding


 


The Company
may withhold from any amounts payable under this Agreement such federal, state
or local taxes as shall be required to be withheld pursuant to any applicable
law or regulation.


 


20.                               409A
Interpretation Provision


 


The parties intend
that this Agreement and the payments and benefits provided hereunder be exempt
from the requirements of Code Section 409A to the maximum extent possible,
whether pursuant to the short-term deferral exception described in Treasury
Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan
exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or
otherwise. To the extent Code Section 409A is applicable to this
Agreement, the parties intend that this Agreement comply with the deferral,
payout and other limitations and restrictions imposed under Code Section 409A.
Notwithstanding anything herein to the contrary, this Agreement is intended to
be interpreted and operated to the fullest extent possible so that the payments
and benefits under this Agreement either shall be exempt from the requirements
of Code Section 409A or shall comply with the requirements of such
provision; provided, however, that notwithstanding anything to the contrary in
this Agreement in no event shall the Company be liable to the Executive for or
with respect to any taxes, penalties or interest that may be imposed upon the
Executive pursuant to Code Section 409A.


 


20.1                        Payments
to Specified Employees


 


To the extent
that any payment or benefit pursuant to this Agreement constitutes a 409A
Payment treated as payable upon Separation from Service, then, if on the date
of the Executive’s Separation from Service, the Executive is a Specified
Employee, then to the extent required for the Executive not to incur additional
taxes pursuant to Code Section 409A, no such 409A Payment shall be made to
the Executive earlier than the earlier of (a) six (6) months after
the


 


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Executive’s Separation from Service or (b) the date of the
Executive’s death. Should this Section 20 result in the delay of benefits,
any such benefit shall be made available to the Executive by the Company during
such delay period at the Executive’s expense. Should this Section 20.1
result in a delay of payments or benefits to the Executive, on the first day
any such payments or benefits may be made without incurring additional tax
pursuant to Code Section 409A (“409A Payment Date”),
the Company shall make such payments and provide such benefits as provided for
in this Agreement, provided that any amounts that would have been payable
earlier but for the application of this Section 20.1 as well as
reimbursement of the amount the Executive paid for benefits pursuant to the
preceding sentence, shall be paid in a lump sum on the 409A Payment Date. For
purposes of this Section 20.1, the term “Specified
Employee” shall have the meaning set forth in Code Section 409A,
as determined in accordance with the methodology established by the Company.


 


20.2                        Reimbursements


 


For purposes
of complying with Code Section 409A and without extending the payment
timing otherwise provided in this Agreement, taxable reimbursements under this
Agreement, subject to the following sentence and to the extent required to
comply with Code Section 409A, will be made no later than the end of the
calendar year following the calendar year the expense was incurred. To the
extent required to comply with Code Section 409A, any taxable
reimbursements and any in-kind benefit under this Agreement will be subject to
the following:  (a) payment of such
reimbursements or in-kind benefits during one calendar year will not affect the
amount of such reimbursements or in-kind benefits provided during any other
calendar year (other than for medical reimbursement arrangements as excepted
under Treasury Regulation Section 1.409A-3(i)(1)(iv)(B) solely
because the arrangement provides for a limit on the amount of expenses that may
be reimbursed under such arrangement over some or all of the period the
arrangement remains in effect); (b) such right to reimbursements or
in-kind benefits is not subject to liquidation or exchange for another form of
compensation to the Executive, and (c) the right to reimbursements under
this Agreement will be in effect for the lesser of the time specified in this
Agreement or ten (10) years plus the lifetime of the Executive. Any
taxable reimbursements or in-kind benefits shall be treated as not subject to
Code Section 409A to the maximum extent provided by Treasury Regulation Section
1.409A-1(b)(9)(v) or otherwise under Code Section 409A.


 


20.3                        Release


 


Subject to Section 20.1
hereof, (a) to the extent that the Executive is required to execute and
deliver a release to receive a 409A Payment and (b) this Agreement
provides for such 409A Payment to be provided prior to the 55th day following
the Executive’s Separation from Service, such 409A Payment will be provided
upon the 55th day following the Executive’s Separation from Service, provided
that the release in the form acceptable to the Company, in its sole discretion,
has been executed, delivered and effective prior to such time. To the extent
there is a delay in providing a 409A Payment because of the provisions of this Section 20.3,
interest for the delay and the opportunity for the Executive to pay for
benefits in the interim with subsequent reimbursement from the Company shall be
provided in a manner consistent with that set forth in Section 20.1 hereof.
If a release is required for a 409A Payment and such release is not executed,
delivered and effective by the 55th day following the Executive’s Separation
from 


 


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Service, such 409A Payment shall not be provided to the Executive to
the extent that providing such 409A Payment would cause such 409A Payment to
fail to comply with Code Section 409A.


 


20.4                        No
Acceleration; Separate Payments


 


No 409A
Payment payable under this Agreement shall be subject to acceleration or to any
change in the specified time or method of payment, except as otherwise provided
under this Agreement and consistent with Code Section 409A. If under this
Agreement, a 409A Payment is to be paid in two (2) or more installments,
for purposes of Section 409A, each installment shall be treated as a
separate payment.


 


21.                               Counterparts


 


This Agreement
may be executed in counterparts, each of which counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


IN WITNESS
WHEREOF, the parties have executed and entered into this Agreement effective on
the date first set forth above.


 


 


	
   

  	
  PONIARD
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Janet R. Rea

  
	
   

  	
   

  	
  Name:

  	
  Janet
  R. Rea

  
	
   

  	
   

  	
  Its:

  	
  VP, Regulatory &
  Quality

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anna Wight

  
	
   

  	
   

  	
  Name:

  	
  Anna Wight

  



 


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