SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

e) Adoption of 2017 Bonus Program

On March22, 2017, the Board approved the 2017 Bonus Program. The
2017 Bonus Program provides Sunesiss executive officers and other
eligible employees the opportunity to earn bonuses based on the
level of achievement by Sunesis of certain corporate objectives,
or the Corporate Objectives, and by each participant of certain
individual objectives, or the Individual Objectives, from
January1, 2017 through December31, 2017.

The Board has approved the Corporate Objectives and assigned a
weighting to each objective. The Compensation Committee of the
Board, or the Committee, will set the Individual Objectives of
the chief executive officer, as well as the Individual Objectives
of the remaining executive officer participants based on the
recommendations of the chief executive officer. The Individual
Objectives of non-executive participants will be set by each
participants immediate supervisor.

Each eligible participant in the 2017 Bonus Program may receive a
bonus in an amount up to a specified percentage of such
participants annual base salary earned in 2017, or the Bonus
Targets; provided, that the Committee may, in its sole
discretion, pay all or any portion of an earned bonus to any
participant in shares of common stock granted under the 2011
Equity Incentive Plan. Under the 2017 Bonus Program, the Bonus
Targets range from 30.0% to 55.0% of a participants 2017 base
salary for vice president level employees and above. Bonus
Targets for participants will be correspondingly adjusted
downward in the event the Corporate Objectives are deemed by the
Committee to have not been fully achieved. The Committee also has
the right, in its sole discretion, to adjust the Bonus Target of
any participant upward in the event of over-achievement of the
Corporate Objectives as determined by the Committee. The
Committee has set the Bonus Targets for each named executive
officer as follows:

The Committee will determine the degree to which the Corporate
Objectives have been met after considering any analyses and
recommendations of management. Based on such determination, the
Committee will adjust these Bonus Targets accordingly.

The Committee will also determine the level of achievement of the
Individual Objectives by the chief executive officer based on its
evaluation of the chief executive officers achievements and for
other executive officer participants based on the recommendations
of the chief executive officer. The level of achievement of
Individual Objectives by non-executive participants will be
determined by the Committee based on recommendations of an
executive committee designated by the Committee.

There is no set formula for determining the bonus amount under
the 2017 Bonus Program based on the achievement of the Corporate
and Individual Objectives. Rather, the Committee will exercise
its discretion in determining the bonus amount actually earned by
each participant. Awards under the 2017 Bonus Program are
expected to occur in the first quarter of 2018. A participant
must remain an employee on the payment date under the 2017 Bonus
Program to be eligible to earn a bonus.

The description of the 2017 Bonus Program contained herein does
not purport to be complete and is qualified in its entirety by
reference to the 2017 Bonus Program, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.

About SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS)

Sunesis Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development and commercialization of its pipeline of oncology therapeutics for the treatment of solid and hematologic cancers. The Company offers QINPREZO (vosaroxin), which is a product candidate for the treatment of acute myeloid leukemia (AML). Vosaroxin is an anticancer quinolone derivative (AQD). The Company’s other kinase inhibitor pipeline include TAK-580, SNS-062 and SNS-229. TAK-580 is an oral, investigative drug selective for pan-Raf kinase inhibition, in patients with relapsed or refractory solid tumors. SNS-062 is a non-covalently binding inhibitor of Bruton’s tyrosine kinase (BTK). The Company has completed the pre-clinical studies for SNS-062. SNS-229 and SNS-510 are two PDK1 inhibitors. PDK1 is a kinase and mediator of Phosphoinositide 3-kinase/AKT (PI3K/AKT) signaling, which is a pathway involved in cell growth, differentiation, survival and migration.

SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) Recent Trading Information

SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) closed its last trading session up +0.09 at 4.20 with 57,540 shares trading hands.