EXHIBIT 10.19  ALLOS THERAPEUTICS, INC.  CORPORATE BONUS PLAN Adopted:
April 25, 2007 Amended
and Restated: December 11, 2007 Effective:
January 1, 2007  PLAN OBJECTIVES  The
objectives of the Corporate Bonus Plan (the Plan)
are to:  ·provide certain employees of
Allos Therapeutics, Inc. (the Company) with
incentives to achieve the highest level of individual and team performance and
to meet or exceed specified objectives, which contribute to the overall success
of the Company; ·motivate participants to
achieve both corporate and individual objectives; and ·enable the Company to
attract and retain high-quality employees.  ADMINISTRATION  The
Plan will be administered by the Compensation Committee of the Companys Board
of Directors (the Compensation Committee)
and the Chief Executive Officer; provided that any action permitted to be taken
by the Committee may be taken by the Board, in its discretion.  The Compensation Committee may correct any
defect or omission or reconcile any inconsistency in the Plan in the manner and
to the extent the Compensation Committee deems necessary or desirable.  Any decision of the Compensation Committee in
the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned.  The
Compensation Committee generally sets a one-year performance period under the
Plan to run from January 1 through December 31 (the Performance Period). 
The Compensation Committee is responsible for approving any incentive
compensation for executive officers, as that term is defined in Section 16
of the Securities Exchange Act of 1934, as amended (the Executive
Officers), and for recommending to the Companys Board of Directors
(the Board) the incentive compensation for
the Chief Executive Officer.  The Chief
Executive Officer is responsible for any incentive compensation for employees
who are not Executive Officers (the Non-Executive Officer
Employees).  ELIGIBILITY  All
Company employees holding a position with the Company that is covered by the
Plan as determined by the Compensation Committee from time to time in its
discretion are eligible to participate in the Plan for each Performance Period;
provided, however, that in order to receive an award for a Performance Period,
if awards are available, eligible employees (Participants)
must: (i) be employed by the Company both on the last day of the
applicable Performance Period (which will generally be December 31 of each
year) and at the time awards are paid out under the Plan; (ii) have
completed at least six months of full-time, active service with the Company
during the applicable Performance Period (which shall include all family and
medical leaves of absence) or have been deemed by the Compensation Committee to
be eligible to participate fully  1


in
the Plan; (iii) receive at least a Meets Expectations rating on the
employees performance review for the applicable Performance Period; and (iv) not
be subject to a written performance improvement plan at the time awards are
paid out under the Plan.  Participants
with at least six, but less than 12, months of active service during a
Performance Period may be eligible for a prorated bonus for such Performance
Period, depending on their length of service for that period.  A Participant who changes job grades during a
Performance Period may be eligible for a bonus based on the length of time in
each grade and the respective bonus targets that would apply for such grades
during such Performance Period.  Unless
the terms of an applicable severance plan or employment agreement provide
otherwise, a Participant who terminates employment (or gives notice of his or
her intent to terminate) for reasons other than death or disability prior to a
payout date of an award under the Plan will not be eligible for a bonus
award.  If an employee dies prior to a
payout date of an award under this Plan, then the award that the employee
otherwise would have been eligible to receive under the Plan, if any, may be
paid to his/her estate at the discretion of the Company.  TARGET BONUS AWARDS  Target
bonus awards will be determined and communicated to eligible employees
annually.  For Non-Executive Officer
Employees, the target bonus awards for such Participants will be determined by
the Chief Executive Officer.  For
Executive Officers (other than the Chief Executive Officer), the target bonus
awards for such Participants will be determined by the Compensation Committee,
in consultation with the Chief Executive Officer.  For the Chief Executive Officer, the target
bonus award for such Participant will be determined by the Compensation
Committee and the Board.  Target bonus
awards may be modified from time to time.  AWARD DETERMINATION  Actual
bonus payouts can range from 0 to 1.5 times the target bonus awards, based on
corporate and individual performance.  Following
are the weightings of the corporate and individual performance components used
for Participants in determining the actual bonus award amounts:  Title
  
  Weighting of
  Corporate
  Performance
  Against
  Corporate
  Objectives
  
  Weighting of
  Individual
  Performance
  Against
  Individual
  ObjectivesPresident and CEO
  
  100
  %
  0
  %Executive or Senior Vice
  President
  
  60
  %
  40
  %Vice President
  
  60
  %
  40
  %Below Vice President
  
  50
  %
  50
  %
  2


At
the beginning of each Performance Period under the Plan, the criteria for
assessing the Companys corporate performance will be (i) developed by the
Chief Executive Officer of the Company in consultation with management, (ii) reviewed
and approved by the Compensation Committee, and (iii) approved by the
Board.  At
the beginning of each Performance Period under the Plan, the criteria for
assessing an individuals performance will be developed by the Company in
consultation with the Participant (the Individual Bonus Criteria).  For Non-Executive Officer Employees, the
Individual Bonus Criteria for such Participants must be approved by the Chief
Executive Officer.  For Executive
Officers with an individual performance component, the Individual Bonus
Criteria for such Participants must be approved by the Compensation Committee,
in consultation with the Chief Executive Officer.  After
the end of each Performance Period, the Compensation Committee will assess the
extent to which corporate goals and objectives have been met, identify any
unplanned achievements or adverse events that have occurred and recommend to
the Board for approval an overall percentage of weighted goals achieved with
respect to the corporate component of the Plan. 
This percentage of corporate goal achievement, together with the
percentage of achievement for the individual component, will be used to
calculate bonus payouts, if any, for each eligible Participant in the Plan.  After
the end of each Performance Period, individual performance will be evaluated
based on achievement of weighted goals and objectives as reflected in the
employees written performance objectives for the Performance Period.  For Non-Executive Officer Employees, the
Chief Executive Officer will assess the extent to which Individual Bonus
Criteria have been met, identify any unplanned achievements or adverse events
that have occurred and approve an overall percentage of weighted goals achieved
with respect to the individual component of the Plan.  For Executive Officers with an individual
performance component, the Compensation Committee will assess, in consultation
with the Chief Executive Officer, the extent to which Individual Bonus Criteria
have been met, identify any unplanned achievements or adverse events that have
occurred and approve an overall percentage of weighted goals achieved with
respect to the individual component of the Plan.  The
Company generally must achieve at least 75% of the Companys weighted corporate
objectives (the Bonus Trigger) for the relevant
Performance Period in order for any bonus award payouts to occur; provided, however,that the Compensation Committee, in its discretion,
may determine to grant an award under the Plan even though certain corporate
objectives or Individual Bonus Criteria are not met.  The Compensation Committee and the Board
shall have the authority, in their discretion, to determine whether the Bonus
Trigger has been achieved for a particular Performance Period.  Awards
under the Plan are subject to applicable withholdings.  Participants who have elected to participate
in the Companys 401(k) Plan will have the applicable funds withheld from
their bonus payment.  3


PAYMENT OF AWARDS  Payment of an award under the Plan to a Participant shall be made as
soon as practicable after determination of the amount of the award, and will
generally occur within 75 days after the end of the calendar year during which
the applicable Performance Period ends and, except as otherwise required by law
or this Plan, will be paid during the calendar year immediately following the
end of the Performance Period.  OTHER PROVISIONS  The
Company reserves the right to interpret, modify, suspend or terminate this Plan
at any time.  No
Participant will have the right to alienate, assign, encumber, hypothecate or
pledge his or her interest in any award under the Plan, voluntarily or
involuntarily, and any attempt to so dispose of any such interest will be void.  Participants
who engage in an activity that violates applicable local, state or federal
laws, or who violate Company policies, may be subject to having their awards
reduced or eliminated in the sole discretion of the Compensation Committee,
except in the case of the Chief Executive Officer where the Board shall make
the final determination after considering the Compensation Committees
recommendation.  Neither
this Plan nor any action taken hereunder shall be construed as giving any
employee or Participant the right to be retained in the employ of the
Company.  Employees of the Company are
employed at will unless they have an agreement signed by the Chief Executive
Officer or a member of the Board providing for other than at-will employment.  The
Company shall not be required to fund or otherwise segregate any cash or any
other assets which may at any time be paid to Participants under the Plan.  The Plan shall constitute an unfunded plan
of the Company.  In
the event of any conflict between a Participants employment agreement with the
Company and this Plan, the terms of the Participants employment agreement will
control.  The
provisions contained in this Plan set forth the entire understanding of the
Company with respect to the Plan and supercede any and all prior communications
between the Company and any employee with respect to the Plan.  This Plan supersedes and replaces the Companys
previous Annual Incentive Plan.  CODE SECTION 409A COMPLIANCE  Payments
to Participants pursuant to this Plan are not intended to constitute deferrals
of compensation within the meaning of Section 409A of the Code.  Further, although payments hereunder are not
intended to constitute separation pay within the meaning of the Treasury
Regulations under Section 409A of the Code, in the event that the Company
determines that a payment to a Participant hereunder (or a payment based upon
the provisions of this Plan) does constitute separation pay within the
meaning of such Treasury Regulations, (i) such payment shall be subject to
the applicable provisions of any employment or separation agreement (if any)  4


between
such Participant and the Company dealing with the timing and characterization
of such Participants separation pay for purposes of Section 409A of the
Code; and (ii) if such Participant is not subject to an employment or
separation agreement containing provisions dealing with the timing and
characterization of such Participants separation pay for purposes of Section 409A
of the Code, then to the extent any such payment (A) is required to be
paid during the period from the date of termination of Participants employment
through March 15 of the calendar year following such termination, such
payment is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and thus payable pursuant to the short-term deferral
rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations; (B) is payable following said March 15, such payment is
intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary separation from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations, to the maximum extent permitted by said provision, and (C) is
in excess of the amounts specified in clauses (A) and (B) of this
paragraph, such payment shall (unless otherwise exempt under Treasury
Regulations) be considered a separate payment subject to the distribution
requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of
1986, as amended (the Code),
including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payments be delayed until 6 months after such Participants
separation from service if such Participant is a specified employee within
the meaning of the aforesaid section of the Code at the time of such separation
from service.  In the event that a
6-month delay of such payment is required pursuant to the preceding sentence
(as determined by the Company), on the first regularly scheduled pay date
following the conclusion of the delay period the Participant shall receive such
payment (subject to applicable tax withholdings and deductions).  5


ATTACHMENT
I CALCULATION
WORKSHEET  EXAMPLE
1: A
Senior Director, assuming: (i) 50% Corporate + 50% Individual weighting; (ii) $160,000
base salary; (iii) a target bonus award set at 25% of base salary
($40,000) at the beginning of the Performance Period; (iv) a 75% corporate
threshold for any bonus payout; and (v) an individual achievement score of
110% (exceeded goals).  A
bonus award under the Plan will be based partially on corporate performance
against goals and a Participants individual performance against goals.  Each of these measures will account for 50%
of the total bonus goal, and will be measured over the same period.  The achievement of corporate goals also
determines the payout for individual goals, and thus, the corporate weighted
score must be at least 75% for any bonuses to be paid.  Example of Corporate Goals, Weighting and Calculation of Corporate
Score (as % achievement):  Goal
  
  Corporate
  Bonus Criteria
  
  Weighting
  
  Score
  
  Total1
  
  Goal
  1
  
  30
  %
  100
  
  30
  %2
  
  Goal
  2
  
  25
  %
  80
  
  20
  %3
  
  Goal
  3
  
  20
  %
  95
  
  19
  %4
  
  Goal
  4
  
  10
  %
  120
  
  12
  %5
  
  Goal
  5
  
  5
  %
  75
  
  3.75
  %6
  
  Goal
  6
  
  5
  %
  100
  
  5
  %7
  
  Goal
  7
  
  5
  %
  115
  
  5.75
  %Total
  
  
  
  100
  %
  
  
  95.5
  %
  Corporate
Total = 95.5% (so it clears the 75% threshold to trigger bonus payouts)  Example of Calculation of Bonus Payouts:  Base Salary
  
  Target %
  
  Weighting
  
  Score
  
  Bonus AmountCorporate
  
  $
  160,000
  
  25
  %
  50
  %
  95.5
  %
  $
  19,100Individual
  
  $
  160,000
  
  25
  %
  50
  %
  110
  %
  $
  22,000Total
  
  
  
  
  
  100
  %
  
  
  $
  41,100  160,000
x .25 x .5 x .955 = $19,100.00 160,000
x .25 x .5 x 1.10 = $22,000.00  6


EXAMPLE 2: Vice
President, assuming: (i) 60% Corporate + 40% Individual weighting; (ii) $260,000
base salary; (iii) a target bonus award set at 25% of base salary
($65,000) at the beginning of the Performance Period; (iv) a 75% corporate
threshold for any bonus payout; and (v) multiple corporate and individual
achievement scenarios.  A.            If Corporate Perf =
100% and Individual Perf = 100%:  Annual
  Target Incentive Opportunity:
  $260,000
  x 25% = $65,000Corporate
  Weighting
  60%Annual
  Tgt Based on 100% Corp Perf
  $65,000
  x 60% x 100% = $39,000Individual
  Weighting
  40%Annual
  Tgt Based on 100% Ind Perf
  $65,000
  x 40% x 100% = $26,000Total
  Bonus Award = $39,000 + $26,000 = $65,000  B.            If Corporate Perf =
95% and Individual Perf = 110% (exceeds):  Annual
  Target Incentive:
  $260,000
  x 25% = $65,000Corporate
  Weighting
  60%Annual
  Tgt Based on 95% Corp Perf
  $65,000
  x 60% x 95% = $37,500Individual
  Weighting
  40%Annual
  Tgt Based on 110% Ind Perf
  $65,000
  x 40% x 110% = $28,600Total
  Bonus Award = $37,500 + $28,600 = $66,100  C.            If Corporate Perf
=110% (exceeds) and Individual Perf = 90%:  Annual
  Target Incentive:
  $260,000
  x 25% = $65,000Corporate
  Weighting
  60%Annual
  Tgt Based on 110% Corp Perf
  $65,000
  x 60% x 110% = $42,900Individual
  Weighting
  40%Annual
  Tgt Based on 90% Ind Perf
  $65,000
  x 40% x 90% = $23,400Total
  Bonus Award = $42,900 + $23,400 = $66,300  7


D.If
Corporate Perf = 60% and Individual Perf = 110% (exceeds): Corporate threshold
cancels out all payouts  Annual
  Target Incentive:
  $260,000
  x 25% = $65,000Corporate
  Weighted Score 60% is < 75% thresholdTotal
  Bonus Award = $0  8