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EX-10 - EXHIBIT 10.1 - Talon Therapeutics, Inc.tlon20130703_8kex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 30, 2013

 

Talon Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

001-32626

32-0064979

(Commission File Number)

(IRS Employer Identification No.)

 

400 Oyster Point Blvd., Suite 200

South San Francisco, CA 94080

(Address of principal executive offices and Zip Code)

 

(650) 588-6404

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 5.02.

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

 

On June 30, 2013, Talon Therapeutics, Inc. (the “Company”) adopted Amendment No. 1 (the “Amendment”) to the Talon Therapeutics, Inc. 2012 Amended & Restated Change of Control Payment Plan (the “Change of Control Plan”). The Amendment extends the term of the Change of Control Plan for an additional year, to the earlier of June 30, 2014 or the effective date of a Change of Control (as defined in the Change of Control Plan). The Amendment also amends the allocation of plan proceeds for certain Company personnel.   

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

Exhibit No.

Description

 

 

10.1

Amendment No. 1 to 2012 Amended & Restated Change of Control Payment Plan

   

 

 

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: July 5, 2013 

Talon Therapeutics, Inc. 

 

 

 

 

By:

/s/ Craig W. Carlson

 

 

Craig W. Carlson

Sr. Vice President, Chief Financial Officer

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

 

10.1

Amendment No. 1 to 2012 Amended & Restated Change of Control Payment Plan