Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2020, Dayton Misfeldt provided notice of resignation
from his positions with Sunesis Pharmaceuticals, Inc. (the Company or Sunesis) as our interim Chief Executive Officer, principal executive officer and principal financial officer, and member of the Board of Directors (the
Board), effective as of December 31, 2020, in order to pursue another opportunity. Mr. Misfeldts resignation was not the result of any disagreement with Sunesis on any matter relating to our finances, accounting,
operations, practices or policies. Mr. Misfeldt has agreed to continue as a consultant to assist in an orderly transition. Mr. Misfeldt is expected to enter into a consulting agreement (the Consulting Agreement), under which
Mr. Misfeldt will provide consulting services to us through the completion of the previously announced merger with Viracta Therapeutics, Inc. (the Merger). Pursuant to the Consulting Agreement, the options to purchase our common
stock held by Mr. Misfeldt will continue to vest through the closing of the Merger. Under the Companys previously announced retention program, subject to his continued service through the closing of the Merger, Mr. Misfeldt will be
eligible for an extension of the post-termination exercise period for all options held by him with an exercise price below $10.00 per share until the earlier of the original expiration date of such option or twenty-four (24) months following
the closing of the Merger. The description of the Consulting Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Consulting Agreement, which will be filed as an exhibit
to our Annual Report on Form 10-K for the period ending December 31, 2020.
In conjunction
with Mr. Misfeldts resignation, on December 16, 2020, the Board appointed Parvinder S. Hyare, age 50, our Senior Vice President, Commercial, as interim Chief Executive Officer, effective January 1, 2021. In this role, he will be
acting as our principal executive officer. Mr. Hyare joined us in 2014 as Vice President of Market Access, and has been promoted to SVP, Commercial in 2019. Mr. Hyare has over 20 years of experience in leadership of organizations across
global, national, and regional geographies to drive significant success with commercial and development stage products within biotechnology and pharmaceutical markets. Prior to joining Sunesis, Mr. Hyare was Executive Director, Managed
Markets & Reimbursement at AMAG Pharmaceuticals, Inc. and previously served as National Sales Director for that company from 2008 until 2014. Prior to AMAG, Mr. Hyare was Region Business Director and also served in various management
roles across sales and managed markets for Ortho Biotech a division of Johnson & Johnson from 2000 until 2008. Mr. Hyare began his career at Merck & Co. as a Sales Representative/Vaccine Specialist. Mr. Hyare holds a BS
in Business Administration and minor in chemistry from CSU Stanislaus.
Mr. Hyare is not receiving any additional compensation in
connection with his appointment as interim Chief Executive Officer. Mr. Hyares current annual base salary is set at $333,336, and he is eligible for an annual target bonus of 35% of his annual base salary. Under the retention program
and subject to his continued employment through the closing of the Merger or involuntary termination (other than for cause) on or before the closing of the Merger, Mr. Hyare will be eligible to receive (i) a guaranteed cash bonus equal to
his current target annual bonus for 2020 (regardless of actual performance), which amounts to $116,668; and (ii) extension of the post-termination exercise period for all options held by him with exercise price below $10.00 per share until the
earlier of the original expiration date of such option or twelve months following the date on which his employment terminates. The retention program also provides Mr. Hyare outplacement services for six months. Such retention benefits are in
addition to the severance benefits available to Mr. Hyare under the severance agreement, which provide that he will be eligible to receive severance benefits in the event of his involuntary termination by Sunesis (other than for cause),
including (A) cash severance equal to nine of months of base compensation, (B) nine months of payment or reimbursement of COBRA premiums, and (C) acceleration of 100% of his outstanding options.
Mr. Hyare was not appointed as our interim Chief Executive Officer pursuant to any arrangement or understanding with any other person.
Mr. Hyare does not have any family relationships with any of our executive officers or directors, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K. In connection with his appointment, Mr. Hyare will enter into our standard indemnification agreement.