EXHIBIT 10.2


 


ALLOS THERAPEUTICS, INC. 

2008 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT GRANT NOTICE


 


Allos Therapeutics, Inc. (the “Company”), pursuant
to Section 6(b) of the Company’s 2008 Equity Incentive Plan (the “Plan”), hereby awards
to Participant a Restricted Stock Unit Award covering the number of restricted
stock units (the “RSUs”) set forth below (the “Award”).  This Award shall be evidenced by a Restricted
Stock Unit Award Agreement (the “Award Agreement”).  This Award is subject to all of the terms and
conditions as set forth herein and in the applicable Award Agreement and the
Plan, each of which are attached hereto and incorporated herein in their
entirety.


 


	
  Participant:

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
   

  
	
  Number of RSUs:

  	
   

  	
   

  
	
  Consideration for Common Stock:

  	
   

  	
  Participant’s services to the Company

  



 


Vesting Schedule:  The
RSUs shall vest in a series of four (4) successive equal annual
installments over the four (4)-year period measured from the Vesting
Commencement Date, subject to Participant’s Continuous Service through each
such date.


 


	
  Special Tax Withholding Right:

  	
   

  	
   ̈

  	
   

  	
  You may direct the Company (i) to
  withhold, from shares otherwise issuable upon vesting of the Award, a portion
  of those shares with an aggregate fair market value (measured as of the
  delivery date) equal to the amount of the applicable withholding taxes, and
  (ii) to make a cash payment equal to such fair market value directly to
  the appropriate taxing authorities, as provided in Section 10 of the Award
  Agreement.

  
	
   

  	
   

  	
   ̈

  	
   

  	
  None

  



 


Delivery Schedule:  Delivery of one share of Common Stock for
each RSU which vests shall occur on the applicable vesting date, provided that
delivery may be delayed as provided in Section 3 of the Award Agreement.


 


Additional Terms/Acknowledgements:  The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Restricted Stock Unit Grant
Notice, the Award Agreement and the Plan. 
Participant further acknowledges that as of the Date of Grant, this Restricted
Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire
understanding between Participant and the Company regarding the award of the
RSUs and the underlying shares of Common Stock pursuant to the Award specified
above and supersede all prior oral and written agreements on that subject with
the exception of (i) Stock Awards previously granted and delivered to
Participant under the Plan, and (ii) the following agreements only:


 


	
  OTHER AGREEMENTS:

  	
  [Employment Agreement, if Applicable]

  



 

















 


	
  ALLOS THERAPEUTICS, INC.

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


ATTACHMENTS:                Restricted Stock
Unit Award Agreement, and 2008 Equity Incentive Plan


 


SIGNATURE
PAGE TO


RESTRICTED
STOCK UNIT GRANT NOTICE


 

















 


ATTACHMENT I


 


ALLOS THERAPEUTICS, INC.


2008 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Pursuant
to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock
Unit Award Agreement (“Agreement”),
Allos Therapeutics, Inc. (the “Company”) has awarded you a Restricted Stock
Unit Award pursuant to Section 6(b) of the Company’s 2008 Equity
Incentive Plan (the “Plan”)
for the number of restricted stock units (“RSUs”) as indicated in the Grant Notice
(collectively, the “Award”).
 Defined terms not explicitly defined in
this Agreement but defined in the Plan shall have the same definitions as in
the Plan.  Subject to adjustment and the
terms and conditions as provided herein and in the Plan, each RSU shall
represent the right to receive one (1) share of Common Stock.


 


The details of your Award, in addition to those set
forth in the Grant Notice, are as follows.


 


1.                                    NUMBER OF
RSUS AND SHARES OF COMMON STOCK.


 


(a)           The number
of RSUs subject to your Award and the number of shares of Common Stock
deliverable with respect to such RSUs may be adjusted from time to time for
Capitalization Adjustments as described in Section 9(a) of the
Plan.  You shall receive no benefit or
adjustment to your Award with respect to any cash dividend or other
distribution that does not result from a Capitalization Adjustment as described
in Section 9(a) of the Plan; provided, however,
that this sentence shall not apply with respect to any shares of Common Stock
that are delivered to you in connection with your Award after such shares have
been delivered to you.


 


(b)           Any additional RSUs, shares of Common Stock, cash or other property that becomes
subject to the Award pursuant to this Section 1 shall be subject, in a
manner determined by the Board, to the same forfeiture restrictions,
restrictions on transferability, and time and manner of delivery as applicable
to the other RSUs and Common Stock
covered by your Award.


 


(c)           Notwithstanding the provisions of this Section 1,
no fractional RSUs  or rights for
fractional shares of Common Stock shall be created pursuant to this Section 1.  The Board shall, in its discretion, determine
an equivalent benefit for any fractional RSUs
or fractional shares that might be created by the adjustments referred
to in this Section 1.


 


2.                                    VESTING.  The RSUs
shall vest, if at all, as provided in the Vesting Schedule set forth in your
Grant Notice, provided that vesting shall cease upon the termination of your
Continuous Service.


 


3.                                    DELIVERY OF SHARES OF COMMON
STOCK.


 


(a)           Subject to the provisions of this Award
Agreement and the Plan, in the event one or more RSUs vests, the Company shall
deliver to you one (1) share of Common Stock for each RSU that vests on
the applicable vesting date.  However, if
a scheduled delivery date falls on a date that is not a business day, such
delivery date shall instead fall on the next following business day.


 


(b)           Notwithstanding the foregoing, in the event
that you are subject to the Company’s Insider Trading Policy and related Addendum to Insider
Trading Policy (or any successor policy) and any shares covered by
your Award are scheduled to be delivered on a day (the “Original 


 

















 


Delivery Date”) that does not occur during an open “window
period” applicable to you, as determined by the Company in accordance with such
policy, and the Company elects (i) not to satisfy its tax withholding
obligations by withholding shares of Common Stock from your distribution, and (ii) not
to permit you to enter into a “same day sale” commitment with a broker-dealer
(including but not limited to a commitment under a previously established
Company-approved 10b5-1 plan), then such shares shall not be delivered on such
Original Delivery Date and shall instead be delivered on the first business day
of the next occurring open “window period” but in no event later than the later
of December 31st of the calendar year of the Original Delivery Date, or
the fifteenth (15th) day of the third calendar month following the Original
Delivery Date.  The form of such delivery
(e.g., a stock certificate or
electronic entry evidencing such shares) shall be determined by the Company.


 


4.            PAYMENT BY YOU.  This Award was granted in consideration of
your services for the Company.  Subject
to Section 10 below, except as otherwise provided in the Grant Notice, you
will not be required to make any payment to the Company (other than your past
and future services for the Company) with respect to your receipt of the Award,
vesting of the RSUs, or the delivery of the shares of Common Stock underlying
the RSUs.


 


5.                                    SECURITIES
LAW COMPLIANCE.  You may not be issued any Common
Stock under your Award unless either (i) the shares of Common Stock are
then registered under the Securities Act, or (ii) the Company has
determined that such issuance would be exempt from the registration
requirements of the Securities Act.  Your
Award must also comply with other applicable laws and regulations governing the
Award, and you shall not receive such Common Stock if the Company determines
that such receipt would not be in material compliance with such laws and
regulations.


 


6.                                    RESTRICTIVE LEGENDS.  The
Common Stock issued under your Award shall be endorsed with appropriate
legends, if any, determined by the Company.


 


7.                                    TRANSFER RESTRICTIONS.  Prior
to the time that shares of Common Stock have been delivered to you, you may not
transfer, pledge, sell or otherwise dispose of the shares in respect of your
Award.  For example, you may not use
shares that may be issued in respect of your RSUs as security for a loan, nor may you transfer, pledge, sell or
otherwise dispose of such shares.  This
restriction on transfer will lapse upon delivery to you of shares in respect of
your vested RSUs.  Your Award is not transferable, except by
will or by the laws of descent and distribution.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock to which you were entitled
at the time of your death pursuant to this Agreement.


 


8.                                    AWARD NOT A
SERVICE CONTRACT.  Your Award is not an employment
or service contract, and nothing in your Award shall be deemed to create in any
way whatsoever any obligation on your part to continue in the service of the
Company or any Affiliate, or on the part of the Company or any Affiliate to
continue such service.  In addition,
nothing in your Award shall obligate the Company or any Affiliate, their
respective stockholders, boards of directors or employees to continue any
relationship that you might have as an Employee or Consultant of the Company or
any Affiliate.


 


9.                                    UNSECURED
OBLIGATION.  Your Award is unfunded, and even
as to any RSUs that vest, you shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to issue Common Stock
pursuant to this Agreement.  You shall
not have voting or any other rights as a stockholder of the Company with
respect to the Common Stock acquired pursuant to this Agreement until such
Common Stock is issued to you pursuant to Section 3 of this
Agreement.   Upon such issuance, you will
obtain full voting and other rights as a stockholder of the Company with
respect to the Common Stock so issued. 
Nothing contained in this Agreement, and no action taken pursuant to its
provisions, 


 


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shall create or be construed to create a trust of any
kind or a fiduciary relationship between you and the Company or any other
person.


 


10.                             WITHHOLDING
OBLIGATIONS.


 


(a)           On or before the time
you receive a distribution of Common
Stock pursuant to your Award, or at any
time thereafter as requested by the Company, you hereby authorize any required
withholding and/or otherwise agree to make adequate provision in cash for any
sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate which arise in connection with your
Award (the “Withholding
Taxes”).  If expressly
authorized in your Grant Notice, you may direct the Company to withhold shares
of Common Stock with a Fair Market Value (measured as of the date shares of
Common Stock are delivered pursuant to Section 3) equal to the amount of
such Withholding Taxes.  If
withholding from shares of Common Stock is not authorized in your Grant Notice
but Withholding Taxes are due at a time when you are not permitted to sell the
shares of Common Stock deliverable hereunder in a “same day sale” arrangement
with a broker-dealer (including but not limited to a commitment under a
previously established Company-approved 10b5-1 trading plan), the Company may,
in its sole discretion, elect to satisfy such Withholding Taxes by withholding
from such shares of Common Stock.  In all events, the number of such
shares of Common Stock withheld to satisfy Withholding Taxes shall not exceed
the amount necessary to satisfy the Company’s required tax withholding
obligations using the minimum statutory withholding rates for federal, state,
local and foreign tax purposes, including payroll taxes, that are applicable to
supplemental taxable income.


 


(b)           Unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied, the Company shall have no obligation to
deliver to you any Common Stock.


 


11.                             PARACHUTE
PAYMENTS.


 


(a)           Except to the extent otherwise set forth in any written agreement
between the Company and you, if any payment or benefit you would receive in
connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise
Tax”), then the Company shall cause to be determined, before any
amounts of the Payment are paid to you, which of the following two alternative
forms of payment would maximize your after-tax proceeds: (i) payment in
full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of
only a part of the Payment so that you receive the largest payment possible
without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount
results in your receipt, on an after-tax basis, of the greater amount of the
Payment notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax.  For purposes of
determining whether to make a Full Payment or a Reduced Payment, the Company
shall cause to be taken into account all applicable federal, state and local
income and employment taxes and the Excise Tax (all computed at the highest
applicable marginal rate, net of the maximum reduction in federal income taxes
which could be obtained from a deduction of such state and local taxes).


 


(b)           If a Reduced Payment is made, (i) the Payment shall
be paid only to the extent permitted under the Reduced Payment alternative, and
you shall have no rights to any additional payments and/or benefits
constituting the Payment, and (ii) reduction in payments and/or benefits
shall occur in the following order unless you elect in writing a different
order (provided, however, that such election shall be subject to Company
approval if made on or after the date on which the event that triggers the
Payment occurs): (1) reduction of cash payments; (2) cancellation of
accelerated vesting of equity awards other than stock options; (3) cancellation
of accelerated vesting of stock options; and (4) reduction 


 


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of other benefits paid to you.  In the event that acceleration of
compensation from your equity awards is to be reduced, such acceleration of
vesting shall be canceled in the reverse order of the date of grant (i.e.,
earliest granted Stock Award cancelled last) unless you elect in writing a
different order for cancellation.


 


(c)           The accounting firm engaged by the Company for general
tax purposes as of the day prior to the effective date of the Change in Control
shall perform the foregoing calculations. 
If the accounting firm so engaged by the Company is serving as
accountant or auditor for the individual, entity or group effecting the Change
in Control, the Company shall appoint a nationally recognized accounting firm
to make the determinations required hereunder. 
The Company shall bear all expenses with respect to the determinations
by such accounting firm required to be made hereunder.


 


(d)           The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting
documentation, to you and the Company within fifteen (15) calendar days after
the date on which your right to a Payment is triggered (if requested at that
time by you or the Company) or such other time as requested by you or the
Company.  If the accounting firm
determines that no Excise Tax is payable with respect to a Payment, either
before or after the application of the Reduced Amount, it shall furnish you and
the Company with an opinion reasonably acceptable to you that no Excise Tax
will be imposed with respect to such Payment. 
Any good faith determinations of the accounting firm made hereunder
shall be final, binding and conclusive upon you and the Company.


 


12.                             NOTICES.  Any notices required to be given or delivered
to the Company under the terms of this Award shall be in writing and addressed
to the Company at its principal corporate offices.  Any notice required to be given or delivered
to you shall be in writing and addressed to your address as on file with the
Company at the time notice is given.  All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.


 


13.                             HEADINGS.  The
headings of the Sections in this Agreement are inserted for convenience only
and shall not be deemed to constitute a part of this Agreement or to affect the
meaning of this Agreement.


 


14.                             AMENDMENT.  This Agreement may be amended only by a writing executed by the Company
and you which specifically states that it is amending this Agreement.
Notwithstanding the foregoing, this Agreement may be amended solely by the
Company by a writing which specifically states that it is amending this
Agreement, so long as a copy of such amendment is delivered to you, and
provided that no such amendment adversely affecting your rights hereunder may
be made without your written consent. Without limiting the foregoing, the
Company reserves the right to change, by written notice to you, the provisions
of this Agreement in any way it may deem necessary or advisable to carry out the
purpose of the grant as a result of any change in applicable laws or
regulations or any future law, regulation, ruling, or judicial decision,
provided that any such change shall be applicable only to rights relating to
that portion of the Award that has not been delivered to you in Common Stock
pursuant to Section 3.


 


15.                             MISCELLANEOUS.


 


(a)           The rights and obligations of the Company
under your Award shall be transferable by the Company to any one or more
persons or entities, and all covenants and agreements hereunder shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns.


 


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(b)           You agree upon request to execute any further
documents or instruments necessary or desirable in the sole determination of
the Company to carry out the purposes or intent of your Award.


 


(c)           You acknowledge and agree that you have
reviewed your Award in its entirety, have had an opportunity to obtain the
advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.


 


(d)           This Agreement shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.


 


(e)           All obligations of the Company under the Plan
and this Agreement shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.


 


16.                             GOVERNING
PLAN DOCUMENT.  Your Award is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
Award, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan.  In the event of any conflict
between the provisions of your Award and those of the Plan, the provisions of
the Plan shall control; provided, however,
that Section 3 of this Agreement shall govern the timing of any
distribution of Common Stock under your Award. 
The Company shall have
the power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation, and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Board shall be
final and binding upon you, the Company, and all other interested persons. No
member of the Board shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the Plan or this
Agreement.


 


17.                             EFFECT ON OTHER EMPLOYEE
BENEFIT PLANS.  The value of the Award subject to
this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating benefits under any employee benefit
plan (other than the Plan) sponsored by the Company or any Affiliate except as
such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any or all of the employee benefit plans
of the Company or any Affiliate.


 


18.                             CHOICE OF LAW.  The
interpretation, performance and enforcement of this Agreement shall be governed
by the law of the state of Colorado  without
regard to such state’s conflicts of laws rules.


 


19.                             SEVERABILITY.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part
of such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful
and valid.


 


20.                             OTHER DOCUMENTS.  You
hereby acknowledge receipt or the right to receive a document providing the information
required by Rule 428(b)(1) promulgated under the Securities Act
(which includes the prospectus for the Plan). 
In addition, you acknowledge receipt of the Company’s Insider Trading Policy and related Addendum to
Insider Trading Policy.


 


*
* * * *


 


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This Restricted Stock Unit Award Agreement shall be deemed to be signed
by the Company and you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.


 


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ATTACHMENT II


 


ALLOS THERAPEUTICS, INC. 

2008 EQUITY INCENTIVE PLAN


 


(Provided Separately)