Exhibit 10.32


SUMMARY OF
COMPENSATION ARRANGEMENTS

WITH NON-EMPLOYEE DIRECTORS


The following description of
the compensation arrangements between Allos Therapeutics, Inc. (the “Company”) and each of its non-employee
directors is provided pursuant to Paragraph 10(iii) to Item 601 of
Regulation S-K, which requires a written description of any compensatory
plan or arrangement between a registrant and any of its directors when the
compensation information is not set forth in any formal document.


The type and amount of
compensation paid or awarded to the Company’s non-employee directors is
reviewed from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s
Board of Directors (the “Board”).  In order to retain the services of the
Company’s current non-employee directors, to secure and retain the services of
new non-employee directors, and to provide competitive compensation for such
persons’ services as directors of the Company, the Compensation Committee
recommended and the Board approved the following compensation arrangements for
the Company’s non-employee directors effective July 1, 2007:


·                  The Company will
pay the Chairman of the Board an annual retainer of $80,000, and will pay each
other director an annual retainer of $40,000, such retainers to be paid in four
equal quarterly installments on the first day of each calendar quarter.


·                  The Company will
pay each director who serves as Chairman of the Audit Committee or Chairman of
the Compensation Committee an annual retainer of $12,500, and will pay each
director who serves as Chairman of any other committee of the Board an annual
retainer of $7,500, such retainers to be paid in four equal quarterly
installments on the first day of each calendar quarter.


·                  The Company will
pay each director who serves on any committee of the Board (other than the
Chairman of any such committee) an annual retainer of $5,000, such retainers to
be paid in four equal quarterly installments on the first day of each calendar
quarter.


·                  The Company will
reimburse each director all reasonable out-of-pocket expenses incurred by such
director in connection with attending any regular or special meeting of the
Board or any regular or special meeting of any committee of the Board.


·                  The Company will
grant each person who becomes Chairman of the Board after the date hereof a
nonqualified stock option under the Company’s 2000 Stock Incentive Compensation
Plan (the “Plan”) to purchase
50,000 shares of the Company’s common stock on the date of his or her initial election,
and will grant each other person who becomes a director of the Company after
the date hereof a nonqualified stock option under the Plan to purchase 25,000
shares of the Company’s common stock on the date of his or her initial election
(each, an “Initial Grant”).  Each Initial Grant shall (i) be subject to
the terms and conditions of the Plan, (ii) be exercisable for a term of ten
(10) years measured from the date of grant at a price per share equal to the
closing price of the Company’s common stock as quoted on the Nasdaq National
Market on the date of grant, and (iii) vest in equal installments on each of
the first, second and third anniversaries of the date of grant, assuming
continued service on the Board for such periods.


·                  The
Company will grant the Chairman of the Board of Directors a nonqualified stock
option under the Plan to purchase 40,000 shares of the Company’s common stock












immediately following each year’s annual meeting of
stockholders, and shall grant each other director a nonqualified stock option
under the Plan to purchase 20,000 shares of the Company’s common stock
immediately following each year’s annual meeting of stockholders (each, an “Annual Grant”), commencing with the Company’s 2008 annual
meeting of stockholders; provided that any director who received an Initial
Grant within three months prior to an annual meeting of stockholders shall not
receive an Annual Grant until immediately following the second annual meeting
of stockholders after the date of his or her Initial Grant.  Each Annual Grant shall (i) be subject to the
terms and conditions of the Plan, (ii) be exercisable for a term of ten (10)
years measured from the date of grant at a price per share equal to the closing
price of the Company’s common stock as quoted on the Nasdaq National Market on
the date of grant, and (iii) vest in full on the date of the next succeeding
annual meeting of stockholders, assuming continued service on the Board for
such period.



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