Exhibit 10.3


 


RELEASE AGREEMENT


 


I,
James V. Caruso, intending to be legally bound, acknowledge and agree as
follows:


 


My
employment as Executive Vice President, Chief Commercial Officer of Allos
Therapeutics, Inc., a Delaware corporation (the “Company”),
was terminated effective August 24, 2010 (the “Separation
Date”).


 


The
Company has agreed that if I sign this Release Agreement (this “Release”), following the Effective
Date (as defined below) the Company will (i) pay me certain severance
benefits pursuant to Section 12(d) of that certain Amended and
Restated Employment Agreement, effective December 13, 2007, between myself
and the Company, as amended by that certain First Amendment to Amended and
Restated Employment Agreement, dated as of May 20, 2009 (collectively, the
“Employment Agreement”), and (ii) extend
the term during which I may exercise those portions of my outstanding stock
options that were vested as of the Separation Date (as set forth on Exhibit A
attached hereto) until August 24, 2011. For purposes of this Release, the
benefits described in clauses (i) and (ii) of the immediately
preceding sentence shall be collectively referred to herein as the “Separation Benefits.”


 


I
understand that I am not entitled to the Separation Benefits unless I sign this
Release and it becomes fully effective. 
I understand that, regardless of whether I sign this Release, the
Company will pay me all of my accrued salary and vacation through the
Separation Date, to which I am entitled by law.


 


In
consideration for the Separation Benefits, I hereby release the Company
and its officers, directors, agents, attorneys, employees, shareholders,
parents, subsidiaries, and affiliates from any and all claims, liabilities,
demands, causes of action, attorneys’ fees, damages, or obligations of every
kind and nature, whether they are now known or unknown, arising at any time
prior to the date I sign this Release. 
This general release includes, but is not limited to:  all federal and state statutory and common
law claims, claims related to my employment or the termination of my employment
or related to breach of contract, tort, wrongful termination, discrimination,
wages or benefits, or claims for any form of equity or compensation.  Notwithstanding the release in the preceding
sentence, I am not releasing any right of indemnification I may have for
any liabilities arising from my actions within the course and scope of my
employment with the Company.


 


If
I am forty (40) years of age or older as of the Separation Date, I
acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the federal Age Discrimination in Employment Act of
1967, as amended (“ADEA”).  I also acknowledge that the consideration
given for the waiver in the above paragraph is in addition to anything of value
to which I was already entitled.  I have
been advised by this writing, as required by the ADEA that:  (a) my waiver and release do not apply
to any claims that may arise after my signing of this Release; (b) I
should consult with an attorney prior to executing this Release; (c) I
have twenty-one (21) days within which to consider this Release (although I may
choose to voluntarily execute this Release earlier); (d) I have seven (7) days
following the execution of this release to revoke the Release; and (e) this
Release will not be effective until the eighth day after this Release has been
signed both by me and by the Company (“Effective Date”).


 

















 


	
   

  	
  Acknowledged
  and Agreed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAMES V. CARUSO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James V. Caruso

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  10-21-10

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLOS
  THERAPEUTICS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marc H. Graboyes

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Marc
  H. Graboyes

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP,
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  10/22/10

  



 


SIGNATURE PAGE TO RELEASE
AGREEMENT


 

















 


EXHIBIT A


 


SCHEDULE OF STOCK OPTIONS


 


	
  Plan

  	
   

  	
  Grant Date

  	
   

  	
  Grant Type

  	
   

  	
  Exercise

  Price

  	
   

  	
  Total Shares

  Granted

  	
   

  	
  Exercised /

  Cancelled

  	
   

  	
  Vested and

  Exercisable

  (as of 8/24/10)

  	
   

  
	
  2006 Plan

  	
   

  	
  06/05/2006

  	
   

  	
  NQ

  	
   

  	
  $

  	
  3.13

  	
   

  	
  350,000

  	
   

  	
  290,000

  	
   

  	
  60,000

  	
   

  
	
  2000 Plan

  	
   

  	
  02/16/2007

  	
   

  	
  NQ

  	
   

  	
  $

  	
  7.47

  	
   

  	
  150,000

  	
   

  	
  18,752

  	
   

  	
  131,248

  	
   

  
	
  2000 Plan

  	
   

  	
  02/25/2008

  	
   

  	
  NQ

  	
   

  	
  $

  	
  6.12

  	
   

  	
  150,000

  	
   

  	
  59,376

  	
   

  	
  90,624

  	
   

  
	
  2008 Plan

  	
   

  	
  02/23/2009

  	
   

  	
  ISO

  	
   

  	
  $

  	
  6.40

  	
   

  	
  52,854

  	
   

  	
  37,229

  	
   

  	
  15,625

  	
   

  
	
  2008 Plan

  	
   

  	
  02/23/2009

  	
   

  	
  NQ

  	
   

  	
  $

  	
  6.40

  	
   

  	
  90,598

  	
   

  	
  52,429

  	
   

  	
  38,169

  	
   

  
	
  2008 Plan

  	
   

  	
  02/22/2010

  	
   

  	
  ISO

  	
   

  	
  $

  	
  7.56

  	
   

  	
  12,429

  	
   

  	
  12,429

  	
   

  	
  0

  	
   

  
	
  2008 Plan

  	
   

  	
  02/22/2010

  	
   

  	
  NQ

  	
   

  	
  $

  	
  7.56

  	
   

  	
  89,871

  	
   

  	
  89,871

  	
   

  	
  0