Exhibit 10.1


SECOND AMENDMENT TO


SEPARATION AGREEMENT


 


This Second Amendment to Separation Agreement (this “Amendment”)
is made effective as of May 10, 2006, and is entered into by and between Allos
Therapeutics, Inc., a Delaware corporation (the “Company”), and Michael
E. Hart (“Executive” and, together with the Company, the “Parties”).


 


RECITALS


 


WHEREAS, the Company
and Executive are parties to that certain Separation Agreement dated March 3,
2006, as amended on March 9, 2006 (the “Separation Agreement”);


 


WHEREAS, Executive’s
last day of employment with the Company was March 9, 2006;


 


WHEREAS, in order to
comply with certain provisions of Section 409A of the Internal Revenue Code of
1986 and the proposed Treasury Department regulations thereunder concerning
payments to “specified employees” upon separation from service and the
extension of stock options, the Parties desire to rescind certain payments made
under the Separation Agreement and amend certain terms of the Separation
Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


AGREEMENT


 


1.                                      All
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Separation Agreement.


 


2.                                      The
Parties agree that the terms of Section 2(a) of the Separation Agreement, as
originally entered into, are hereby rescinded. Within ten (10) days after
execution of this Amendment, Executive shall return to the Company all payments
previously received by him pursuant to Section 2(a) of the Separation Agreement.
The Parties further agree that Section 2(a) of the Separation Agreement shall
be amended and restated to read in its entirety as follows:


 


(a)                               Severance
Payments. The Company shall pay Executive an amount equal to eighteen (18)
months of his base salary (as in effect on the date of termination), on the
following schedule:  (i) On September 11,
2006, the Company shall pay to Executive a lump sum equal to $181,229; and (ii)
over the twelve (12) month period beginning with the Company’s next regular
payroll date occurring after September 11, 2006, the Company shall pay to
Executive an amount equal to twelve (12) months of such base salary in
accordance with the Company’s regular payroll practices. All payments pursuant
to this Section 2(a) shall be reduced by such deductions and withholdings as
the Company is required to make pursuant to law, or by further agreement with
Executive.


 


3.                                      The
Parties agree that the terms of Section 2(d) of the Separation Agreement, as
originally entered into, are hereby rescinded. Within ten (10) days after
execution of this Amendment, Executive shall return to the Company all payments
previously received by him pursuant to


 

















 


Section 2(d) of the Separation Agreement. The Parties further agree
that Section 2(d) of the Separation Agreement shall be amended and restated to
read in its entirety as follows:


 


(d)                                 Supplemental
Insurance. Executive shall receive, against presentation of proper
receipts, reimbursement on a grossed-up basis, for the after-tax payment of the
premiums that Executive is required to make in order to maintain his term life
insurance coverage and supplemental disability coverage as in effect
immediately prior to the Separation Date or the Early Separation Date, for a
period of twenty-four (24) months following the Separation Date or the Early
Separation Date, provided that no payment pursuant
to this Section 2(d) shall be made to Executive until September 11, 2006, at
which time the Company shall pay to Executive all amounts owing under this
Section 2(d) as of such date.


 


4.                                      Section
2(f)(ii) of the Separation Agreement is hereby amended and restated to read in
its entirety as follows:


 


(ii)                                  Exercise
Period.


 


If Executive remains employed through the Separation Date, all vested
options held by Executive on the Separation Date and those options that become
vested by operation of Section 2(f)(i) hereof shall remain exercisable until
the later of (i) ninety (90) days following Executive’s resignation from the
Board or (ii) ninety (90) days following the last day of Executive’s consulting
service, provided however that Executive’s 1995
Plan Options (as defined below) shall, if not terminated sooner pursuant to
clause (ii), terminate on December 31, 2006, and shall not be exercisable
thereafter. For purposes of this Agreement, Executive’s “1995 Plan Options”
shall mean (i) that certain option granted to Executive under the Company’s
1995 Stock Option Plan (the “1995 Plan”) to purchase 240,250 shares of
Common Stock, having a grant date of December 2, 1999, and an exercise price of
$0.56 per share; and (ii) that certain option granted to Executive under the
1995 Plan to purchase 62,000 shares of Common Stock, having a grant date of
January 12, 2000, and an exercise price of $2.42 per share.


 


5.                                      The
Parties hereby acknowledge and agree that Sections 3 and 4 of the Separation
Agreement do not apply and are of no further force or effect. Accordingly, Sections
3 and 4 are hereby amended and restated to read in their entirety as follows:


 


Section 3. This section is intentionally
omitted.


 


Section 4. This section is intentionally
omitted.


 


6.                                      Except
as set forth above, the Separation Agreement, as amended, shall remain in full
force and effect in accordance with its terms.


 


7.                                      This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.


 


8.                                      This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed entirely within such state.


 


2

















 


9.                                      This
Amendment shall be effective upon its execution by each of the Company and
Executive.


 


[Remainder of page intentionally left blank.]


 


3

















 


IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first written above.


 


 


	
   

  	
  /s/ Michael E. Hart

  	
   

  
	
   

  	
  Michael E. Hart

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLOS THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Paul L. Berns

  	
   

  
	
   

  	
  Name: Paul L. Berns

  
	
   

  	
  Title:   President and Chief
  Executive Officer

  
				



 


4