Exhibit 10.1


 


ALLOS THERAPEUTICS, INC.


2000 STOCK
INCENTIVE COMPENSATION PLAN


 


NONQUALIFIED STOCK OPTION LETTER AGREEMENT


(For Non-Employee
Directors)


TO:         «To»


 


We are pleased to
inform you that you have been selected by Allos Therapeutics, Inc. (the “Company”)
to receive a stock option (the “Option”) to purchase shares (the “Option
Shares”) of the Company’s Common Stock under the Company’s 2000 Non-Qualified
Stock Option Plan (the “Plan”).


 


The terms of the
Option are as set forth in this Agreement and in the Plan, a copy of which is
attached.  The Plan is incorporated by
reference into this Agreement, which means that this Agreement is limited by
and subject to the express terms and provisions of the Plan.  Capitalized terms that are not defined in
this Agreement have the meanings given to them in the Plan.


 


The most important
terms of the Option are summarized as follows:


 


	
  Grant
  Date:222

  	
   

  	
  «GrantDate»

  
	
  Grant
  ID:

  	
   

  	
  «GrantID»

  
	
  Number
  of Shares:

  	
   

  	
  «NumberofShares»

  
	
  Exercise
  Price:

  	
   

  	
  $«ExercisePrice» per share

  
	
  Expiration
  Date:

  	
   

  	
  «ExpirationDate»

  
	
  Vesting
  Base Date:

  	
   

  	
  «VestingBaseDate»

  
	
  Type of
  Option:

  	
   

  	
  Nonqualified
  Stock Option

  



 


1.             Vesting
and Exercisability: 
The Option will vest and become exercisable according to the following
schedule:


 


	
  Period of Continuous Service

  From Vesting Base Date

  	
  Portion of Total Option 

  Which Is

  Vested and Exercisable

  
	
  To be determined

  	
  To be determined

  



 


2.             Termination
Provisions:  The
unvested portion of the Option will terminate automatically and without further
notice immediately upon termination (voluntary or involuntary) of your service
relationship with the Company or a Related Corporation.  The vested portion of the Option will
terminate automatically and without further notice on the earliest of
the following dates:


 

















 


(a)           three months after termination of
your service relationship with the Company or a Related Corporation for any
reason other than for Cause, Retirement, Disability or death;


 


(b)           one year after termination of your
service relationship with the Company or a Related Corporation by reason of
Retirement, Disability or death; and


 


(c)           the Expiration Date;


 


provided, however,
that if the Company or a Related Corporation terminates your service
relationship for Cause, you will forfeit the unexercised portion of the Option,
including all vested and unvested shares, on the date you are notified of your
termination.  If you die while the Option
is exercisable, the Option may be exercised until one year after the date of
death or the Expiration Date, whichever is earlier.


 


Notwithstanding the foregoing, if you have at least
five (5) years of continuous service with the Company and/or a Related
Corporation and have attained age 55 as of the date of termination of your
service relationship with the Company or a Related Corporation for any reason
other than Cause, then you will be eligible to exercise the vested portion of
the Option during the remaining term of the Option up to and including the
Expiration Date.


 


It is your responsibility to be
aware of the date your Option terminates.


 


3.             Method
of Exercise:  You may
exercise the Option by giving written notice to the Company, in form and
substance satisfactory to the Company, which will state the election to
exercise the Option and the number of shares of Common Stock for which you are
exercising the Option.  The written
notice must be accompanied by full payment of the exercise price for the number
of shares of Common Stock you are purchasing.


 


4.             Form
of Payment:  You may
pay the Option exercise price, in whole or in part, in cash, by check or,
unless the Plan Administrator determines otherwise, by (a) tendering (either
actually or by attestation) mature shares of Common Stock (generally shares you
have held for a period of at least six months) having a fair market value on the
day prior to the date of exercise equal to the exercise price (you should
consult your tax advisor before exercising the Option with stock you received
upon the exercise of an incentive stock option); (b) if and so long as the
Common Stock is registered under the Securities Exchange Act of 1934, as
amended, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the exercise price, all in
accordance with the regulations of the Federal Reserve Board; or (c) such
other consideration as the Plan Administrator may permit.


 


5.             Withholding
Taxes:  As a condition
to the exercise of the Option, you must make such arrangements as the Company
may require for the satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with such exercise.  The Company has the right to retain without
notice sufficient shares of stock to satisfy the 


 


2

















 


withholding obligation.  Unless
the Plan Administrator determines otherwise, you may satisfy the withholding
obligation by electing to have the Company withhold from the shares to be
issued upon exercise that number of shares having a fair market value equal to
the amount required to be withheld (up to the minimum required federal tax
withholding rate).  The Company may also
deduct from the shares to be issued upon exercise any other amounts due from
you to the Company.


 


6.             Limited
Transferability: 
During your lifetime only you can exercise the Option.  The Option is not transferable except by will
or by the applicable laws of descent and distribution, unless the Plan Administrator
permits otherwise.  The Plan provides for
exercise of the Option by a designated beneficiary or the personal
representative of your estate.


 


7.             Registration:  At the present time, the Company has an effective registration statement with respect to the
Option Shares.  The Company intends to maintain
this registration but has no obligation to do so.  In the event that such registration ceases to
be effective, you will not be able to exercise the Option unless exemptions
from registration under federal and state securities laws are available; such
exemptions from registration are very limited and might be unavailable.  By accepting the
Option, you hereby acknowledge that you have read and understand
Section 14.3 of the Plan.


 


8.             Binding
Effect:  This Agreement
will inure to the benefit of the successors and assigns of the Company and be
binding upon you and your heirs, executors, administrators, successors and
assigns.


 


9.             Limitation
on Rights; No Right to Future Grants; Extraordinary Item of Compensation:  By entering into this Agreement and accepting
the grant of the Option evidenced hereby, you acknowledge: (a) that the
Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (b) that the grant of the Option is a one-time
benefit which does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options; (c) that all
determinations with respect to any such future grants, including, but not
limited to, the times when options will be granted, the number of shares subject
to each option, the option price, and the time or times when each option will
be exercisable, will be at the sole discretion of the Company; (d) that
your participation in the Plan is voluntary; (e) that the value of the
Option is an extraordinary item of compensation which is outside the scope of
your employment or service contract, if any; (f) that the Option is not
part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
(g) that the vesting of the Option ceases upon termination of service
relationship with the Company for any reason except as may otherwise be
explicitly provided in the Plan or this Agreement or otherwise permitted by the
Plan Administrator; (h) that the future value of the underlying Option
Shares is unknown and cannot be predicted with certainty; and (i) that if
the underlying Option Shares do not increase in value, the Option will have no
value.


 


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Please execute the following Acceptance and Acknowledgment and return
it to the Stock Plan Administrator.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
  ALLOS THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Michael
  E. Hart

  	
   

  
	
   

  	
   

  	
  Michael E. Hart

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
						



 


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ACCEPTANCE AND ACKNOWLEDGMENT


 


I, a resident of
the State of                    ,
accept the Option described in this Agreement and in the Plan, and acknowledge
receipt of a copy of this Agreement and a copy of the Plan.  I have read and understand the Plan.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  
	
  Taxpayer I.D. Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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