CYTK Cytokinetics Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

((c) Effective December 1, 2016, the Board of Directors of Cytokinetics, Incorporated (the "Company") appointed Dr. Elisabeth Schnieders, age 50, the Company’s Vice President of Business Development to Senior Vice President, Business Development. Dr. Schnieders’ annual salary will increase to $320,000 and her target bonus will be 30% of her base salary for 2016, increasing to 35% of her base salary for 2017.

Pursuant to her appointment, Dr. Schnieders entered into a new Executive Employment Agreement ("Agreement") the form of which was filed as Exhibit 10.19 with the Company’s Form 10-K. The Agreement provides for Dr. Schnieders to remain an at-will employee of the company and to receive salary, bonus and benefits as determined in the discretion of the board of directors of the Company. Upon a qualifying resignation or termination, Dr. Schnieders will become entitled to receive, continuing severance payments at a rate equal to her base salary for a period of eighteen months; a lump sum payment equal to her full target annual bonus; acceleration in full of vesting of equity awards held by him; and continued employee benefits until the earlier of eighteen months following the date of termination or resignation or the date he obtains employment with generally similar employee benefits. In the event that such payments constitute "parachute payments" within the meaning of Section 280G of the Code and become subject to the excise tax imposed under Section 4999 of the Code, the Agreement provides that the benefit amount may be reduced so that no portion of the payment is subject to the excise tax.