Stock Trading by Officers, Directors and Employees
The Board of Directors of Onyx Pharmaceuticals, Inc., (the "Company") believes that officers, directors and other employees of the Company should have a meaningful investment in the Company. As stockholders themselves, officers, directors and other employees are more likely to represent the interests of other stockholders. Likewise, officers and other employees may perform more effectively with the incentive of stock options or stock ownership.
However, from time to time, officers, directors and other employees will be aware of information that could be material to a stockholder's investment decision, but which in the best interests of the Company should not be disclosed until some later time. Hindsight can be remarkably acute, and an accusation can always be made that at any particular time a purchase or sale of securities by an insider was motivated by undisclosed favorable or unfavorable information. In such circumstances, the appearance of impropriety can be almost as problematic as an actual abuse, both to the Company and to the insider involved.
The Board of Directors has therefore determined that it would be useful to establish this policy for securities transactions by officers, directors and all other employees.
A. Window Period
Generally, except as set forth in paragraphs A, B, and C of this policy, Company management at or above the level of vice president and members of the Board of Directors may buy or sell securities of the Company only during a "window period" commencing on the third business day after general public release of the Company's annual or quarterly revenues and closing four (4) weeks before the end of each fiscal quarter. The "window" may be closed early or may not open if, in the judgment of the Company's Chief Financial Officer or Chief Legal Counsel, there exists undisclosed information that would make trades by members of the Company's senior management and members of the Board of Directors inappropriate. Permission to trade outside the "window" will be granted only where the circumstances are extenuating and there appears to be no significant risk that the trade may subsequently be questioned. Generally, an employee below the level of vice president is not restricted to buying or selling securities during the "window period" unless the Chief Financial Officer or the Chief Legal Counsel has designated such employee as subject to the "window period" because of his or her access to sensitive Company information. Exceptions to Window Period. a. ESPP/Option Exercises. Officers and other employees who are eligible to do so may purchase stock under the Company's Employee Stock Purchase Plan ("ESPP") on periodic designated dates in accordance with the ESPP without restriction to any particular period. Directors, officers and other employees may exercise options granted under the Company's stock option plans without restriction to any particular period. However, the subsequent sale of the stock acquired upon the exercise of options or pursuant to the ESPP is subject to all provisions of this policy.
b. 10b5-1 Automatic Trading Programs. In addition, purchases or sales of the Company's securities made pursuant to, and in compliance with, a written plan established by a director, officer or other employee that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Plan") may be made without restriction to any particular period provided that (i) the Plan was established in good faith, in compliance with the requirements of Rule 10b5-1, at the time when such individual was not in possession of material nonpublic information about the Company and the Company had not imposed any trading blackout period, (ii) the Plan was reviewed by the Company prior to establishment, solely to confirm compliance with this policy and the securities laws, and (iii) the Plan allows for the cancellation of a transaction and/or suspension of such Plan upon notice and request by the Company to the individual if any proposed trade (a) fails to comply with applicable laws (i.e., exceeding the number of shares that may be sold under Rule 144), or (b) would create material adverse consequences for the Company. The Company shall be notified of any amendments to the Plan or the termination of the Plan.
B. Pre-Clearance or Advance Notice of Transactions
In addition to the requirements of paragraph A above, officers, directors and other employees may not engage in any transaction in the Company's securities, including any purchase or sale in the open market, loan, pledge, or other transfer of beneficial ownership without first obtaining pre-clearance of the transaction from the Company's Chief Financial Officer or Chief Legal Counsel at least two (2) trading days in advance of the proposed transaction. The Chief Financial Officer or Chief Legal Counsel will then determine whether the transaction may proceed and, if so, will direct the pre-clearance individual, if applicable, to assist in complying with the reporting requirements under Section 16(a) of the Exchange Act. Pre-cleared transactions not completed within five (5) business days shall require new pre-clearance under the provisions of this paragraph. The Company may, at its discretion, shorten such period of time. Advance notice of gifts or an intent to exercise an outstanding stock option shall be given to the Company's Chief Legal Counsel.
C. Prohibition of Speculative Trading
No officer, director or other member of management may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to the Company's stock at any time.
D. Covered Insiders
The provisions outlined in this policy apply to all officers, directors and employees of the Company and to such other persons that the Chief Financial Officer or the Chief Legal Counsel may designate from time to time because of their access to sensitive Company information. Also, any entities or family members whose trading activities are controlled or influenced by any of such persons should be considered to be subject to the same restrictions.
E. Short-Swing Trading/Section 16 Reports
Officers and directors subject to the reporting obligations under Section 16 of the Exchange Act should take care not to violate the prohibition on short-swing trading (Section 16(b) of the Exchange Act) and the restrictions on sales by control persons (Rule 144), and should file all appropriate Section 16(a) reports (Forms 3, 4 and 5).