Exhibit 10.23


 


	
  February 3,
  2009

  	
  -REVISED
  OFFER -

  
	
   

  	
   

  
	
  Greg Weaver, CPA, MBA

  	
   

  



 


Dear Greg:


 


It
is with great pleasure that Poniard Pharmaceuticals, Inc. offers you the position
of Chief Financial Officer and Sr. Vice President, Finance, reporting to Jerry
McMahon, Ph.D., Chairman & Chief Executive Officer, on and subject to
the terms below.


 


The
terms and conditions of the offer have been approved by the Compensation
Committee of Poniard’s Board of Directors, but the offer is subject to final
approval by the Board of Directors.


 


Your
start date will be February 18, 2009 and your annual base salary is $290,000,
which will be paid semi-monthly. In the event that the company requires you to
move your residence to the Bay Area, the company will also pay for reasonable
relocation expenses, i.e. travel to the Bay Area for house-hunting purposes for
you and your family and moving your household goods.


 


You
will be eligible for an annual bonus of up to 30% (target) of your annual base
salary, based on the Compensation Committee’s determination of the company’s achievement
of corporate milestones approved by the Board of Directors.  Your annual
bonus eligibility for 2009 will be prorated from the date you commence
employment.


 


You
will also be eligible for the severance and change of control agreements
currently in effect for non-CEO officers.


 


You
will also be granted a stock option to purchase 200,000 shares of Poniard
common stock pursuant to the terms of the company’s 2004 Incentive Compensation
Plan (“Plan”), which grant will be effective upon your first day of employment
and the exercise price will be equal to the closing price of Poniard common
stock on the day of grant, i.e., your first day of employment.  The stock
option will vest 25% after the end of one year and the balance will vest in
equal monthly amounts over the next three years.


 


You
are eligible to participate in Poniard’s insured benefits on the first day of
employment.  Currently, the company pays the full cost of participation by
employees, spouses/partners and dependent children in our comprehensive
medical, dental and vision plans, and provides term life insurance, term
accidental death and dismemberment insurance and a Long Term Disability
Plan.  Poniard also has a 401(k) Plan and currently matches 5% of the
employee’s contribution up to a maximum of $500. Employees are immediately
vested in the company match.


 

















 


Poniard
observes 10 holidays, plus employees receive three personal holidays to use
during the calendar year (these days are pro-rated for individuals who start
after the first quarter of the calendar year).  Your personal holidays
must be used by December 31 of each year.  Vacation hours are
calculated using the employee’s start date through a continuous 12-month period
of employment.  Full-time employees earn 10.00 hours of vacation time per
month up to a maximum of 120 hours per year, subject to the vacation
policies of the company.


 


Poniard
has an at-will relationship with each of its employees.  That means that
either the company or you can terminate the employment relationship at any
time, for any reason deemed appropriate.  No manager or officer of Poniard
is authorized to alter the at-will relationship unless it is done in writing
and signed by the Chief Executive Officer.


 


Employment
at Poniard is contingent upon the signing of Poniard’s Invention and
Proprietary Information Agreement, which must be signed and witnessed on your
first day of work and not prior to that date. 
A copy of the company’s Invention and Proprietary Information Agreement
is enclosed for your review. Employment is further contingent on satisfactory
clearance of a background screen, and a background release form is enclosed for
your review and signature.


 


All
new employees must provide documentation of eligibility to work in the United
States.  A copy of the federal government’s I-9 form is enclosed, which
lists the type of documentation necessary to meet this requirement. 
Please bring this form and appropriate documentation with you on your first day
of work.


 


Please
indicate your acceptance of the terms of this offer, contingent on Board
approval, by signing below, and return the signed offer letter and background
release form to me by February 6, 2009. 
If you have any questions, please feel free to call me at (650)745-4407
or (650)491-4540.


 


Poniard
has an exciting future and we believe your contributions will have a positive
effect on our success.  We look forward to having you join us.


 


Sincerely,


 


 


Melanie Smith


Human Resources Manager


 


Enclosures


 


I have read and accept the terms and conditions of
employment as outlined above.


 


 


	
  /s/ Greg Weaver

  	
   

  	
  February 4, 2009

  
	
  Greg
  Weaver, CPA, MBA

  	
   

  	
  Date

  



 


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