Revised Director Compensation Policy



 Exhibit 10.20 
 CELL THERAPEUTICS, INC. 
 REVISED DIRECTOR
COMPENSATION POLICY 
 Approved August 24, 2009 
 Directors of Cell Therapeutics, Inc., a Washington corporation (the “Company”), who are not employed by the Company or one of its
subsidiaries (“non-employee directors”) shall be entitled to the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company. This policy supersedes all prior policies or
provisions of any equity plans concerning compensation of the Company’s non-employee directors. 
 Cash
Compensation* 
 Annual Retainer for Board Service  
 Each non-employee director shall be
entitled to an annual cash retainer while serving on the Board in the amount of $40,000 (the “Annual Retainer”). The Company shall pay the Annual Retainer on a semi-annual basis, with half of the Annual Retainer to be paid on each of the
first business day of January and the first business day of July. 
 Annual Retainer for Chairman of the
Board Service  
 A non-employee director who serves as the Chair of the Board shall be entitled to an
annual cash retainer while serving in that position in the amount of $75,000 (the “Chair of the Board Retainer”). The Company shall pay the Chair of the Board Retainer on a semi-annual basis, with half of the Chair of the Board Retainer to
be paid on each of the first business day of January and the first business day of July. 
 Board Committee
Chair Retainer  
 A non-employee director who serves as the Chair of the Audit Committee, the Compensation
Committee or the Nominating and Corporate Governance Committee shall be entitled to an annual cash retainer while serving in that position in the amount of $12,500 (the “Chair Retainer”). The Company shall pay the Chair Retainer on a
semi-annual basis, with half of the Chair Retainer to be paid on each of the first business day of January and the first business day of July. 
 Board Meeting Attendance Fee  
 A
non-employee director who attends a Board meeting, whether in person or telephonic and regardless of length, will be entitled to a fee in the amount of $2,750 (“Board Meeting Fee”) for each such meeting. The Company shall pay the Board
Meeting Fee in cash on a quarterly basis in arrears, with payment for a particular quarter to be made no later than ten business days following the end of that quarter. 
 Board Committee Meeting Attendance Fee  
 A non-employee director who attends a Board committee meeting, whether in person or telephonic and regardless of length or whether a meeting is scheduled on the same day as a Board meeting, will be entitled to a fee in the amount of $1,250
(“Committee Meeting Fee”) for each such meeting. The Company shall pay the Committee Meeting Fee in cash on a quarterly basis in arrears, with payment for a particular quarter to be made no later than ten business days following the end of
that quarter. 
  

	*	The cash compensation levels for non-employee directors reflected in this policy are effective as of July 1, 2009. Additional amounts due for the current period as
a result of increases in cash compensation levels (relative to the version of this policy as previously in effect) will be paid within 10 business days following August 24, 2009. 








 Equity Compensation  
 Initial Equity Award for New Directors  
 For each new non-employee director appointed or elected after August 24, 2009, on the date the new non-employee director becomes a
member of the Board, the new non-employee director shall automatically be granted a restricted stock award of 108,000 shares of Company common stock and an option to purchase 36,000 shares of Company common stock (each, an “Initial
Award”). The stock option will have a per share exercise price equal to the closing price of a share of Company common stock on the date of grant of the award. Each Initial Award is subject to vesting over a period of three years in
substantially equal annual installments commencing on the date of grant, subject to the non-employee director’s continued service to the Company through the applicable vesting date. An employee director who ceases to be an employee, but who
remains a director, will not receive an Initial Award. 
 Annual Equity Award for Continuing Board Members
 
 On the date of each annual meeting of the Company’s stockholders, commencing with the 2009 Annual
Meeting, each continuing non-employee director shall automatically be granted a restricted stock award of 20,000 shares of Company common stock and an option to purchase 30,000 shares of Company common stock (each, an “Annual Award”). The
stock option will have a per share exercise price equal to the closing price of a share of Company common stock on the date of grant of the award. Each Annual Award for continuing non-employee directors shall vest in full on the earlier of
(i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Annual Meeting of the Company’s stockholders for the year following the year of grant for the award, subject to the non-employee
director’s continued service to the Company through the vesting date. 
 Provisions Applicable to All
Non-Employee Director Equity Compensation Grants  
 Each grant shall be subject to the terms and
conditions of the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant, and the terms of the Company’s
form of non-employee director restricted stock agreement or option agreement, as applicable, in effect on the date of grant of the award. 
 Non-employee director option grants and restricted stock awards, to the extent then outstanding and unvested, shall become fully vested in the event of a Change in Control (as such term is defined in the
2007 Plan) that occurs while such non-employee director is a member of the Board. 
 Expense Reimbursement  
 All non-employee directors shall be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground
transportation), lodging and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board related business. The Company shall also reimburse directors for attendance at director continuing education
programs that are relevant to their service on the Board and which attendance is pre-approved by the Chair of the Nominating and Corporate Governance Committee or Chair of the Board. The Company shall make reimbursement to a non-employee director
within a reasonable amount of time following submission by the non-employee director of reasonable written substantiation for the expenses.