Exhibit 10.2


 


ALLOS
THERAPEUTICS, INC.


2000 STOCK
INCENTIVE COMPENSATION PLAN


NONQUALIFIED STOCK OPTION LETTER AGREEMENT


TO:         Michael E. Hart


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 (i) this
Agreement, (ii) the Plan, a copy of which has been provided to you, and (iii)
that certain Separation Agreement by and between the Company and you, dated
March 3, 2006 (the “Separation Agreement”). 
The Plan and the Separation Agreement are 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 and the Separation Agreement.  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:

  	
  March 3, 2006

  
	
  Grant ID:

  	
  «GrantID»

  
	
  Number of Shares:

  	
  50,000

  
	
  Exercise Price:

  	
  $3.55 per share

  
	
  Expiration Date:

  	
  March 3, 2016

  
	
  Vesting Base Date:

  	
  Not Applicable

  
	
  Type of Option:

  	
  Nonqualified Stock Option

  






Vesting and Exercisability:  Pursuant
to the terms of the Separation Agreement, provided you (i) comply with the
restrictive covenants set forth in Section 6 of the Separation Agreement (the “Restrictive Covenants”) and (ii) remain employed by the
Company through the Separation Date (as defined in the Separation Agreement),
one hundred percent (100%) of the Option will vest and become exercisable on
the Separation Date, or earlier at the discretion of the Board.


Termination of Option:  Pursuant to the terms of the Separation Agreement, the
unvested portion of the Option will terminate automatically and without further
notice immediately upon termination (voluntary or involuntary) of your
employment or service relationship with the Company prior to the Separation
Date.  Following the Separation Date, the
vested portion of the Option will terminate automatically and without further
notice on the earlier of the following dates:


 


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(a)           ninety
(90) days after the later of (i) your resignation from the Company’s
Board of Directors, or (ii) the termination of your consulting relationship
with the Company, if any, as contemplated by Section 1(d) of the Separation
Agreement;


(b)           immediately
upon your material breach of any of the provisions of the Separation Agreement,
including the Restrictive Covenants; and


(c)           the
Expiration Date.


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.


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


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.


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.


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 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.


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 


 


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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.


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.


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.


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 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
employment or 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/ Marc H. Graboyes

  
	
   

  	
   

  	
  Marc H. Graboyes

  
	
   

  	
   

  	
  Vice President, General Counsel

  
				



 


 


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ACCEPTANCE AND ACKNOWLEDGMENT


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


 


	
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