Exhibit 10.1


 


ALLOS THERAPEUTICS, INC.


SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


MARC H. GRABOYES


 


THIS
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is
entered into effective as of June 2, 2010, by and between ALLOS THERAPEUTICS, INC., (the “Company”),
and MARC H. GRABOYES  (“Executive”)
(collectively, the “Parties”).


 


WHEREAS,
the Company
wishes to continue to employ Executive and to assure itself of the continued
services of Executive on the terms set forth herein;


 


WHEREAS,  Executive
wishes to be so employed under the terms set forth herein;


 


WHEREAS, Executive and the Company are parties to
an Amended and Restated Employment Agreement (the “First
Amended Agreement”) dated December 13, 2007;


 


WHEREAS, the Company and Executive desire to amend
and restate the First Amended Agreement to implement certain changes regarding
Executive’s severance and change in control benefits; and


 


WHEREAS, the Company and Executive intend that
this Agreement shall supersede and replace the First Amended Agreement.


 


NOW,
THEREFORE, in
consideration of the promises, mutual covenants, the above recitals, and the
agreements herein set forth, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree to the following
terms and conditions of Executive’s employment:


 


1.             EMPLOYMENT. 
The Company hereby agrees to employ Executive as Senior Vice
President, General Counsel and Secretary, and Executive hereby
accepts such employment upon the terms and conditions set forth herein as of
the date first written above.  Executive
commenced employment with the Company on October 11, 2004.


 


2.             AT-WILL EMPLOYMENT.  It is understood and
agreed by the Company and Executive that this Agreement does not contain any
promise or representation concerning the duration of Executive’s employment
with the Company. Executive specifically acknowledges that his employment with
the Company is at-will and may be altered or terminated by either Executive or
the Company at any time, with or without cause and/or with or without
notice.  The nature, terms or conditions
of Executive’s employment with the Company cannot be changed by any oral
representation, custom, habit or practice, or any other writing.  In addition, that the rate of salary, any
bonuses, paid time off, other compensation, or vesting schedules are stated in
units of years or months does not alter the at-will nature of the employment,
and does not mean and should not be interpreted to mean that Executive is
guaranteed employment to the end of any period of time or for any period of
time. In the event of conflict between this disclaimer
and any other statement, oral or written, present or future, concerning terms
and conditions of employment, the at-will relationship confirmed by this 


 


1

















 


disclaimer
shall control.  This at-will status
cannot be altered except in writing signed by Executive and the Chairman of the
Board of Directors.


 


3.             DUTIES. 
Executive shall render full-time services to the Company as its Senior
Vice President, General Counsel and Secretary. 
Executive shall report to the Company’s Chief Executive Officer.  Executive shall devote his best efforts and
his full business time, skill and attention to the performance of his duties on
behalf of the Company.  Of course, the
Company reserves the right to modify Executive’s job duties and
responsibilities as necessary.


 


4.             POLICIES AND PROCEDURES. 
Executive agrees that he is subject to and will comply with the policies
and procedures of the Company, as such policies and procedures may be modified,
added to or eliminated from time to time at the sole discretion of the Company,
except to the extent any such policy or procedure specifically conflicts with
the express terms of this Agreement. 
Executive further agrees and acknowledges that any written or oral
policies and procedures of the Company do not constitute contracts between the
Company and Executive.


 


5.             COMPENSATION.  For all services rendered and to be rendered hereunder,
the Company agrees to pay to the Executive, and the Executive agrees to accept
a base salary of $321,192 per annum. Any such salary shall be payable in equal
biweekly installments and shall be subject to such deductions or withholdings
as the Company is required to make pursuant to law, or by further agreement
with the Executive.  The Board of
Directors may adjust the Executive’s compensation from time to time in its sole
and complete discretion.


 


6.             BONUS.  Executive will be eligible to participate in the
Company’s Corporate Bonus Plan, pursuant to which Executive will be eligible
for an annual bonus award to be determined in accordance with the terms of the
plan (“Annual Bonus”).  For 2010, Executive’s target bonus award
under the Corporate Bonus Plan shall equal 50% of Executive’s actual base
salary earned in 2010, weighted 60% to the achievement of the Company’s
corporate objectives and 40% to the achievement of individual objectives
determined by the Compensation Committee of the Company’s Board of Directors,
in consultation with the Chief Executive Officer.  A copy of the Corporate Bonus Plan has been
provided to Employee.


 


7.             Intentionally omitted.


 


8.             OTHER BENEFITS.  While employed by the Company as provided herein:


 


(a)           Executive and Employee Benefits. 
The Executive shall be entitled to all benefits to which other executive
officers of the Company are entitled, on terms comparable thereto, including,
without limitation, participation in the 401(k) plan, group insurance
policies and plans, medical, health, vision, and disability insurance policies
and plans, and the like, which may be maintained by the Company for the benefit
of its executives. The Company reserves the right to alter and amend the
benefits received by Executive from time to time at the Company’s discretion.


 


(b)           Out-of-Pocket Expense
Reimbursement.  The Executive shall receive, against
presentation of proper receipts and vouchers, reimbursement for direct and
reasonable out-of-pocket expenses incurred by him in connection with the
performance of his duties hereunder, according to the policies of the Company.


 


2

















 


(c)           Personal Time Off. 
The Executive shall be entitled to personal time off and sick leave
according to the Company’s benefits package.


 


9.             PROPRIETARY AND OTHER OBLIGATIONS. 
Executive has signed and agrees to comply with the Company’s standard
form of Employee Confidentiality and Inventions Assignment Agreement (“Confidentiality Agreement”) as a condition
of his continued employment by the Company.


 


10.          TERMINATION.  Executive and the Company each acknowledge
that either party has the right to terminate Executive’s employment with the
Company at any time for any reason whatsoever, with or without cause or advance
notice pursuant to the following:


 


(a)           Termination by Death or
Disability.  Subject to applicable state or federal law,
in the event Executive shall die during the period of his employment hereunder
or become permanently disabled, as evidenced by notice to the Company and
Executive’s inability to carry out his job responsibilities for a continuous
period of more than three months, Executive’s employment and the Company’s
obligation to make payments hereunder shall terminate on the date of his death,
or the date upon which, in the sole determination of the Board of Directors,
Executive has failed to carry out his job responsibilities for three months,
except that the Company shall pay Executive’s estate any salary earned but
unpaid prior to termination, all accrued but unused vacation and any business
expenses that were incurred but not reimbursed as of the date of
termination.  Vesting of any unvested
stock options and/or other stock awards shall cease on the date of termination.


 


(b)           Voluntary Resignation by Executive. 
In the event Executive voluntarily terminates his employment with the
Company (other than for Good Reason (as defined below)), the Company’s
obligation to make payments hereunder shall cease upon such termination, except
that the Company shall pay Executive any salary earned but unpaid prior to
termination, all accrued but unused vacation and any business expenses that
were incurred but not reimbursed as of the date of termination.  Vesting of any unvested stock options and/or
other stock awards shall cease on the date of termination.


 


(c)           Termination for Just Cause. 
In the event the Executive is terminated by the Company for Just Cause
(as defined below), the Company’s obligation to make payments hereunder shall
cease upon the date of receipt by Executive of written notice of such
termination (the “date of termination”
for purposes of this paragraph 10(c)), except that the Company shall pay
Executive any salary earned but unpaid prior to termination, all accrued but
unused vacation and any business expenses that were incurred but not reimbursed
as of the date of termination.  Vesting
of any unvested stock options and/or other stock awards shall cease on the date
of termination.


 


(d)           Termination by the Company
without Just Cause Or Resignation for Good Reason (Other Than Change in
Control).  The Company shall have the right to terminate
Executive’s employment with the Company at any time without Just Cause.  In the event Executive is terminated by the
Company without Just Cause or Executive resigns for Good Reason (other than in
connection with a Change in Control (as defined below)), and upon the execution
of a full general release by Executive (“Release”)
within 60 days following the date of termination, in the form attached hereto
as Exhibit A, releasing all
claims known or unknown that Executive may have against the Company as of the
date Executive signs such release, and upon 


 


3

















 


the written
acknowledgment of his continuing obligations under the Confidentiality
Agreement, Executive shall be entitled to receive the following severance
benefits:  (i) continuation of
Executive’s base salary, then in effect, for a period of twelve (12) months
following the date of temrination, paid on the same basis and at the same time
as previously paid; (ii) payment of any accrued but unused vacation and
sick leave; and (iii) the Company shall pay the premiums of Executive’s
group health insurance COBRA continuation coverage, including coverage for
Executive’s eligible dependents, for a maximum period of twelve (12) months
following the date of termination; provided, however,
that (a) the Company shall pay premiums for Executive’s eligible
dependents only for coverage for which those eligible dependents were enrolled
immediately prior to the termination without Just Cause or resignation for Good
Reason and (b) the Company’s obligation to pay such premiums shall cease
immediately upon Executive’s eligibility for comparable group health insurance
provided by a new employer of Executive. 
Vesting of any unvested stock options and/or other stock awards shall
cease on the date of termination.


 


(e)           Change in Control Severance
Benefits.  In the event that the Company (or any
surviving or acquiring corporation) terminates Executive’s employment without
Just Cause or Executive resigns for Good Reason within one (1) month prior
to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon
the execution of a Release, Executive shall be entitled to receive the
following Change in Control severance benefits: 
(i) a lump-sum cash payment in an amount equal to (A) 1.5
times Executive’s annual base salary then in effect, plus (B) 1.5 times
the greater of (1) Executive’s annualized target bonus award for the year
in which Executive’s employment terminates or (2) the Annual Bonus amount
paid to Executive in the immediately preceding year; (ii) payment of any
accrued but unused vacation and sick leave; (iii) payment of Executive’s
target bonus award for the year in which Executive’s employment terminates,
prorated through the date of the Change in Control Termination; (iv) the
Company (or any surviving or acquiring corporation) shall pay the premiums of
Executive’s group health insurance COBRA continuation coverage, including
coverage for Executive’s eligible dependents, for a maximum period of eighteen
(18) months following a Change in Control Termination; and (v) the Company
(or any surviving or acquiring corporation) shall pay the costs of outplacement
assistance services from an outplacement agency selected by Executive for a
period of nine (9) months following a Change in Control Termination, up to
maximum of $11,250 in aggregate; provided, however,
that (a) the Company (or any surviving or acquiring corporation) shall pay
premiums for Executive’s eligible dependents only for coverage for which those
eligible dependents were enrolled immediately prior to the Change in Control
Termination and (b) the Company’s (or any surviving or acquiring
corporation’s) obligation to pay such premiums shall cease immediately upon
Executive’s eligibility for comparable group health insurance provided by a new
employer of Executive.  Executive agrees
that the Company’s (or any surviving or acquiring corporation’s) payment of
health insurance premiums will satisfy its obligations under COBRA for the
period provided.  No insurance premium
payments will be made following the effective date of Executive’s coverage by a
health insurance plan of a subsequent employer. 
For the balance of the period that Executive is entitled to coverage
under federal COBRA law, if any, Executive shall be entitled to maintain such
coverage at Executive’s own expense.


 


In addition, notwithstanding anything contained in
Executive’s stock option and/or other stock award agreements to the contrary,
in the event the Company (or any surviving or acquiring corporation) terminates
Executive’s employment without Just Cause or Executive resigns for 


 


4

















 


Good Reason within one (1) month
prior to or twelve (12) months following the effective date of a Change in
Control, and any surviving corporation or acquiring corporation assumes
Executive’s stock options and/or other stock awards, as applicable, or
substitutes similar stock options or stock awards for Executive’s stock options
and/or other stock awards, as applicable, in accordance with the terms of the
Company’s equity incentive plans, then (i) the vesting of all of Executive’s
stock options and/or other stock awards (or any substitute stock options or
stock awards), as applicable, shall be accelerated in full and (ii) the
term and the period during which Executive’s stock options may be exercised
shall be extended to twelve (12) months after the date of Executive’s
termination of employment; provided, that,
in no event shall such options be exercisable after the expiration date of such
options as set forth in the stock option grant notice and/or agreement
evidencing such options.


 


(f)            Legal Costs.  In the event Executive institutes and prevails
in litigation regarding the validity or enforceability of, or liability under,
any material provision of this Section 10 or any guarantee of performance
thereof, the Executive shall be entitled to payment of his reasonable attorneys
fees and expenses by the Company.


 


11.          DEFINITIONS.


 


(a)           Just Cause. 
As used in this Agreement, “Just Cause”
shall mean the occurrence of one or more of the following: (i) Executive’s
conviction of a felony or a crime involving moral turpitude or dishonesty; (ii) Executive’s
participation in a fraud or act of dishonesty against the Company; (iii) Executive’s
intentional and material damage to the Company’s property; (iv) material
breach of Executive’s employment agreement, the Company’s written policies, or
the Confidentiality Agreement that is not remedied by Executive within fourteen
(14) days of written notice of such breach from the Board of Directors; or (v) conduct
by Executive which demonstrates Executive’s gross unfitness to serve the
Company as Senior Vice President, General Counsel and Secretary, as determined
in the sole discretion of the Board of Directors.  Executive’s physical or mental disability or
death shall not constitute cause hereunder.


 


(b)           Good Reason.  As used in this Agreement, “Good Reason” shall mean any one of the following events which
occurs without Executive’s consent on or after the commencement of Executive’s
employment provided that Executive has first provided written notice to any
member of the Board (or the surviving corporation, as applicable) of the
occurrence of such event(s) within 90 days of the first such occurrence
and the Company (or surviving corporation) has not cured such event(s) within
30 days after Executive’s written notice is received by such member of the
Board (or by the surviving corporation): 
(i) a reduction of Executive’s then existing annual salary base or
annual bonus target by more than ten percent (10%), unless the Executive
accepts such reduction or such reduction is done in conjunction with similar
reductions for similarly situated employees of the Company (it being understood
that, solely for purposes of this paragraph 11(b), such a reduction in the
annual bonus target not accepted by Executive is considered a material breach
of this Agreement); (ii) any request by the Company (or any surviving or
acquiring corporation) that the Executive relocate to a new principal base of
operations that would increase Executive’s one-way commute distance by more
than thirty-five (35) miles from his then-principal base of operations, unless
Executive accepts such relocation opportunity; or (iii) for purposes of Section 10(e) only,
if, following a Change in Control, Executive’s benefits and responsibilities
are materially reduced, or Executive’s base compensation or annual bonus target
are reduced by more than 10%, in each case, by comparison 


 


5

















 


to the benefits,
responsibilities, base compensation or annual bonus target in effect
immediately prior to such reduction (it being understood that, solely for
purposes of this paragraph 11(b), the aforementioned reductions in the annual
bonus target or benefits are considered a material breach of this Agreement).


 


(c)           Change in Control.  As used in this Agreement, a “Change in Control” is defined as: (a) a
sale, lease, exchange or other transfer in one transaction or a series of
related transactions of all or substantially all of the assets of the Company
(other than the transfer of the Company’s assets to a majority-owned subsidiary
corporation); (b) a merger or consolidation in which the Company is not
the surviving corporation (unless the holders of the Company’s outstanding
voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing at least fifty percent (50%) of the voting
power of the corporation or other entity surviving such transaction); (c) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company’s common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise (unless the holders of the Company’s outstanding
voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing at least fifty percent (50%) of the voting
power of the Company); or (d) any transaction or series of related
transactions in which in excess of 50% of the Company’s voting power is
transferred.


 


12.          TERMINATION OF COMPANY’S OBLIGATIONS. 
Notwithstanding any provisions in this Agreement to the contrary, the
Company’s obligations, and Executive’s rights pursuant to Sections 10(d) and
10(e) herein, regarding salary continuation and the payment of COBRA
premiums, shall cease and be rendered a nullity immediately should Executive
fail to comply with the provisions of the Confidentiality Agreement or if
Executive directly or indirectly competes with the Company.


 


13.          CODE SECTION 409A COMPLIANCE.  To the extent
any payments or benefits pursuant to Section 10 above (a) are paid
from the date of termination of Executive’s employment through March 15 of
the calendar year following such termination, such severance benefits are
intended to constitute separate payments 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) are paid following said March 15, such Severance
Benefits are intended to constitute separate payments 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, (c) represent the
reimbursement or payment of costs for outplacement services, such payments are
intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and to qualify for the exception from deferred
compensation pursuant to Section 1.409A-1(b)(9)(v)(A); and (d) are in
excess of the amounts specified in clauses (a), (b) and (c) of this
paragraph, shall (unless otherwise exempt under Treasury Regulations) be
considered separate payments 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 or benefits be delayed until 6 months after Executive’s
separation from service if Executive 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 six month delay of any such 


 


6

















 


separation payments or
benefits is required, on the first regularly scheduled pay date following the
conclusion of the delay period Executive shall receive a lump sum payment or
benefit in an amount equal to the separation payments and benefits that were so
delayed, and any remaining separation payments or benefits shall be paid on the
same basis and at the same time as otherwise specified pursuant to this
Agreement (subject to applicable tax withholdings and deductions).


 


14.          PARACHUTE TAXES.


 


(a)           The following terms shall have the meanings set forth
below for purposes of this Section 14:


 


(i)            “Accounting Firm”
means a certified public accounting firm chosen by the Company.


 


(ii)           “After-Tax”
means after taking into account all applicable Taxes and Excise Tax.


 


(iii)         “Excise Tax”
means the excise tax imposed by Section 4999 of the Code, together with
any interest or penalties imposed with respect to such excise tax.


 


(iv)          “Payment” means
any payment, distribution or benefit in the nature of compensation (within the
meaning of Section 280G(b)(2) of the Code) to or for the benefit of
Executive, whether paid or payable pursuant to this Agreement or otherwise.


 


(v)            “Safe Harbor Amount”
means 2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of
the Code.


 


(vi)          “Taxes” means
all federal, state, local and foreign income, excise, social security and other
taxes, other than the Excise Tax, and any associated interest and penalties.


 


(b)           If any Payment due Executive is subject to the Excise
Tax, then such Payment shall be adjusted, if necessary, to equal the greater of
(x) the Safe Harbor Amount or (y) the Payment, whichever results in
such Executive’s receipt, After-Tax, of the greatest amount of the Payment. The
reduction of Executive’s Payments pursuant to this Section 14, if
applicable, shall be made by first reducing the acceleration of Executive’s
stock option vesting (if any), and then by reducing the payments under Section 10(e)(v),
(iv), (ii), (iii) and (i), in that order, unless an alternative method of
reduction is elected by Executive, subject to approval by the Company, and in
any event shall be made in such a manner as to maximize the economic present
value of all Payments actually made to Executive, determined by the Accounting
Firm as of the date of the Change in Control for purposes of Section 280G
of the Code using the discount rate required by Section 280G(d)(4) of
the Code.


 


(c)           All determinations required to be made under this Section 14,
including whether and in what manner any Payments are to be reduced pursuant to
the second sentence of Section 14(b), and the assumptions to be utilized
in arriving at such determinations, shall be made by the Accounting Firm, and
shall be binding upon the Company and Executive, except to the extent the
Internal Revenue Service or a court of competent jurisdiction makes an
inconsistent final and binding determination. The Accounting Firm shall provide
detailed 


 


7

















 


supporting calculations
both to the Company and Executive within fifteen (15) business days after
receiving notice from Executive that there has been a Payment or such earlier
time as may be requested by the Company. All fees and expenses of the
Accounting Firm shall be borne solely by the Company.


 


15.          MISCELLANEOUS.


 


(a)           Taxes.  Except as specifically set
forth herein, Executive
agrees to be responsible for the payment of any taxes due on any and all compensation,
stock option, or benefits provided by the Company pursuant to this Agreement.


 


(b)           Modification/Waiver.  This Agreement may not be amended, modified,
superseded, canceled, renewed or expanded, or any terms or covenants hereof
waived, except by a writing executed by each of the parties hereto or, in the
case of a waiver, by the party waiving compliance.  Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect his or
its right at a later time to enforce the same. 
No waiver by a party of a breach of any term or covenant contained in
this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed to be or construed as a further or continuing waiver of any
agreement contained in the Agreement.


 


(c)           Severability. 
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provisions had never been contained herein.


 


(d)           Successors and Assigns. 
This Agreement is intended to bind and inure to the benefit of and be
enforceable by Executive and the Company, and their respective successors,
assigns, heirs, executors and administrators, except that Executive may not
assign any of his duties hereunder and he may not assign any of his rights
hereunder without the written consent of the Company, which shall not be withheld
unreasonably.


 


(e)           Notices.  All notices given hereunder shall be given by
certified mail, addressed, or delivered by hand, to the other party at his or
its address as set forth herein, or at any other address hereafter furnished by
notice given in like manner.  Executive
promptly shall notify Company of any change in Executive’s address.  Each notice shall be dated the date of its
mailing or delivery and shall be deemed given, delivered or completed on such
date.


 


(f)            Governing Law; Personal Jurisdiction
and Venue.  This Agreement and all disputes relating
to this Agreement shall be governed in all respects by the laws of the State of
Colorado as such laws are applied to agreements between Colorado residents
entered into and performed entirely in Colorado.  The Parties acknowledge that this Agreement
constitutes the minimum contacts to establish personal jurisdiction in Colorado
and agree to a Colorado court’s exercise of personal jurisdiction.  The Parties further agree that any disputes
relating to this Agreement shall be brought in courts located in the State of
Colorado.


 


8

















 


(g)           Entire Agreement.  This Agreement, together with the other agreements and
exhibits specifically referenced herein, including the Company’s Corporate
Bonus Plan and the Confidentiality Agreement, set forth the entire agreement
and understanding of the parties hereto with regard to the employment of the
Executive by the Company and supersede any and all prior agreements, arrangements
and understandings, written or oral, pertaining to the subject matter hereof,
including the First Amended Agreement. 
No representation, promise or inducement relating to the subject matter
hereof has been made to a party that is not embodied in these Agreements, and
no party shall be bound by or liable for any alleged representation, promise or
inducement not so set forth.


 


(h)           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.  The execution of this Agreement may be by
actual or facsimile signature.


 


[Remainder
of Page Intentionally Left Blank]


 


9

















 


IN
WITNESS WHEREOF,
the parties have each duly executed this AMENDED AND RESTATED
EMPLOYMENT AGREEMENT effective as of the day and year first above
written.


 


	
   

  	
  ALLOS
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paul L.
  Berns

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Paul L. Berns

  
	
   

  	
  Its:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  11080
  CirclePoint Road

  
	
   

  	
   

  	
  Westminster, CO
  80020

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Marc H.
  Graboyes

  
	
   

  	
  Marc H. Graboyes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


10

















 


EXHIBIT A


 


RELEASE
AGREEMENT


 


I understand that my
position with Allos Therapeutics, Inc. (the “Company”) terminated
effective
                      ,
           (the “Separation
Date”).  The Company has agreed that if I
choose to sign this Release, the Company will pay me certain severance or
consulting benefits pursuant to the terms of the Employment Agreement (the “Agreement”)
between myself and the Company, and any agreements incorporated therein by
reference.  I understand that I am not
entitled to such 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
severance benefits I am receiving under the Agreement, 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”).


 


Agreed:


 


	
  ALLOS THERAPEUTICS INC.

  	
   

  	
  MARC
  H. GRABOYES

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: