ONYX Pharmaceuticals (ONXX)

 

Subject to this Proposal, the maximum number of shares of common stock available for issuance under the Incentive Plan is 14,660,045. This share reserve consists of (a) 12,660,045 shares currently reserved for issuance under the Incentive Plan, plus (b) an additional 2,000,000 shares subject to approval of the stockholders at the Annual Meeting. In addition, the number of shares of common stock reserved for issuance under the Incentive Plan will be reduced by 1.6 shares for each share of common stock issued pursuant to a stock purchase award, stock bonus award, stock unit award, or stock appreciation right with respect to which the strike price is less than 100% of the fair market value of the stock on the date of grant.

 

As of February 28, 2009, 4,630,618 shares of common stock were subject to outstanding options under the Incentive Plan and 3,965,052 shares of common stock remained available for future issuance. If stock awards granted under the Incentive Plan expire or otherwise terminate without being exercised in full, are forfeited or repurchased for failure to vest, or are settled in cash, the shares of common stock not acquired or forfeited pursuant to such awards again become available for subsequent issuance under the Incentive Plan. If stock awards granted under the Incentive Plan are not delivered to a participant because (a) the stock award is exercised through a reduction in the number of shares subject to the stock award, (b) the appreciation distribution upon exercise of a stock appreciation right is paid in shares of common stock, or (c) shares are withheld in satisfaction of applicable withholding taxes, the number of shares not delivered will not remain available for subsequent issuance under the

 

Subject to this Proposal, the maximum number of shares of common stock available for issuance under the Incentive Plan is 12,260,045. This share reserve consists of (a) 9,160,045 shares currently reserved for issuance under the Incentive Plan, plus (b) an additional 3,100,000 shares subject to approval of the stockholders at the annual meeting. In addition, the number of shares of common stock reserved for issuance under the Incentive Plan will be reduced by 1.3 shares for each share of common stock issued pursuant to a stock purchase award, stock bonus award, stock unit award, or stock appreciation right with respect to which the strike price is less than 100% of the fair market value of the stock on the date of grant.

 

As of February 29, 2008, 4,533,920 shares of common stock were subject to outstanding options under the Incentive Plan, 190,189 shares of common stock were subject to stock bonus awards, and 2,390,165 shares of common stock remained available for future issuance. If stock awards granted under the Incentive Plan expire or otherwise terminate without being exercised in full or are settled in cash, the shares of common stock not acquired pursuant to such awards again become available for subsequent issuance under the Incentive Plan. If stock awards granted under the Incentive Plan are not delivered to a participant because (a) the stock award is exercised through a reduction in the number of shares subject to the stock award, (b) the appreciation distribution upon exercise of a stock appreciation right is paid in shares of common stock, or (c) shares are withheld in satisfaction of applicable withholding taxes, the number of shares not delivered will not remain available for subsequent issuance under the plan. Finally, if the exercise price is satisfied by tendering shares of common stock held by a participant, the number of shares so tendered will not remain available for subsequent issuance under the plan.

 

 

Subject to this Proposal, the maximum number of shares of common stock available for issuance under the Incentive Plan is 9,160,045. This share reserve consists of (a) 7,560,045 shares currently reserved for issuance under the Incentive Plan, plus (b) an additional 1,600,000 shares subject to approval of the stockholders at the annual meeting. In addition, the number of shares of common stock reserved for issuance under the Incentive Plan will be reduced by 1:3 shares for each share of common stock issued pursuant to a stock purchase award, stock bonus award, stock unit award, or stock appreciation right with respect to which the strike price is less than 100% of the fair market value of the stock on the date of grant.

 

As of March 31, 2007, 5,218,855 shares of common stock were subject to outstanding options under the Incentive Plan, 196,746 shares of common stock were subject to stock bonus awards, and 991,021 shares of common stock remained available for future issuance. If stock awards granted under the Incentive Plan expire or otherwise terminate without being exercised in full or are settled in cash, the shares of common stock not acquired pursuant to such awards again become available for subsequent issuance under the Incentive Plan. If stock awards granted under the Incentive Plan are not delivered to a participant because (a) the stock award is exercised through a reduction in the number of shares subject to the stock award, (b) the appreciation distribution upon exercise of a stock appreciation right is paid in shares of common stock, or (c) shares are withheld in satisfaction of applicable withholding taxes, the number of shares not delivered will not remain available for subsequent issuance under the plan. Finally, if the exercise price is satisfied by tendering shares of common stock held by a participant, the number of shares so tendered will not remain available for subsequent issuance under the plan.