**Exhibit 10.1**

 

**ALLOS THERAPEUTICS, INC.**

 

**CORPORATE BONUS PLAN**

*Adopted:April 25, 2007*

*Amendedand Restated: September 15, 2008*

*Effective:January 1, 2007*

 

**PLAN OBJECTIVES**

 

Theobjectives of the Corporate Bonus Plan (the “**Plan**”)are to:

 

·                  provide certain employees of AllosTherapeutics, Inc. (the “**Company**”) withincentives to achieve the highest level of individual and team performance andto meet or exceed specified objectives, which contribute to the overall successof the Company;

·                  motivate participants to achieve bothcorporate and individual objectives; and

·                  enable the Company to attract and retainhigh-quality employees.

 

**ADMINISTRATION**

 

ThePlan will be administered by the Compensation Committee of the Company’s Boardof Directors (the “**Compensation Committee**”)and the Chief Executive Officer; provided that any action permitted to be takenby the Committee may be taken by the Board, in its discretion.  The Compensation Committee may correct anydefect or omission or reconcile any inconsistency in the Plan in the manner andto the extent the Compensation Committee deems necessary or desirable.  Any decision of the Compensation Committee inthe interpretation and administration of the Plan, as described herein, shalllie within its sole and absolute discretion and shall be final, conclusive andbinding on all parties concerned.  TheCompensation Committee generally sets a one-year performance period under thePlan to run from January 1 through December 31 (the “**Performance Period**”). The Compensation Committee is responsible for approving any incentivecompensation for executive officers, as that term is defined in Section 16of the Securities Exchange Act of 1934, as amended (the “**ExecutiveOfficers**”), and for recommending to the Company’s Board of Directors(the “**Board**”) the incentive compensation forthe Chief Executive Officer.  The ChiefExecutive Officer is responsible for any incentive compensation for employeeswho are not Executive Officers (the “**Non-Executive OfficerEmployees**”).

 

**ELIGIBILITY**

 

AllCompany employees holding a position with the Company that is covered by thePlan as determined by the Compensation Committee from time to time in itsdiscretion are eligible to participate in the Plan for each Performance Period;provided, however, that in order to receive an award for a Performance Period,if awards are available, eligible employees (“**Participants**”)must: (i) be employed by the Company both on the last day of theapplicable Performance Period (which will generally be December 31 of eachyear) and at the time awards are paid out under the Plan; (ii) havecompleted at least three months of full-time, active service with the Companyduring the applicable Performance Period (which shall include all family andmedical leaves of  absence) or have beendeemed by the Compensation Committee to be eligible to participate fully

 

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inthe Plan; (iii) receive at least a “Meets Expectations” rating on theemployee’s performance review for the applicable Performance Period; and (iv) notbe subject to a written performance improvement plan at the time awards arepaid out under the Plan.

 

Participantswith at least three, but less than 12, months of active service during aPerformance Period may be eligible for a prorated bonus for such PerformancePeriod, depending on their length of service for that period.  A Participant who changes job grades during aPerformance Period may be eligible for a bonus based on the length of time ineach grade and the respective bonus targets that would apply for such gradesduring such Performance Period.

 

Unlessthe terms of an applicable severance plan or employment agreement provideotherwise, a Participant who terminates employment (or gives notice of his orher intent to terminate) for reasons other than death or disability prior to apayout date of an award under the Plan will not be eligible for a bonusaward.  If an employee dies prior to apayout date of an award under this Plan, then the award that the employeeotherwise would have been eligible to receive under the Plan, if any, may bepaid to his/her estate at the discretion of the Company.

 

**TARGET BONUS AWARDS**

 

Targetbonus awards will be determined and communicated to eligible employeesannually.  For Non-Executive OfficerEmployees, the target bonus awards for such Participants will be determined bythe Chief Executive Officer.  ForExecutive Officers (other than the Chief Executive Officer), the target bonusawards for such Participants will be determined by the Compensation Committee,in consultation with the Chief Executive Officer.  For the Chief Executive Officer, the targetbonus award for such Participant will be determined by the CompensationCommittee and the Board.  Target bonusawards may be modified from time to time.

 

**AWARD DETERMINATION**

 

Actualbonus payouts can range from 0 to 1.5 times the target bonus awards, based oncorporate and individual performance.

 

Followingare the weightings of the corporate and individual performance components usedfor Participants in determining the actual bonus award amounts:

 
| **Title**                          | ** ** | **Weighting of  Corporate  Performance  Against  Corporate  Objectives** | ** ** | **Weighting of  Individual  Performance  Against  Individual  Objectives** | ** ** |
|------------------------------------|------------|-------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|
| President and CEO                  |       | 100%                                                                          |       | 0%                                                                              |       |
| Executive or Senior Vice President |       | 60%                                                                           |       | 40%                                                                             |       |
| Vice President                     |       | 60%                                                                           |       | 40%                                                                             |       |
| Below Vice President               |       | 50%                                                                           |       | 50%                                                                             |       |

 

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Atthe beginning of each Performance Period under the Plan, the criteria forassessing the Company’s corporate performance will be (i) developed by theChief Executive Officer of the Company in consultation with management, (ii) reviewedand approved by the Compensation Committee, and (iii) approved by theBoard.

 

Atthe beginning of each Performance Period under the Plan, the criteria forassessing an individual’s performance will be developed by the Company inconsultation with the Participant (the “**Individual Bonus Criteria**”).  For Non-Executive Officer Employees, theIndividual Bonus Criteria for such Participants must be approved by the ChiefExecutive Officer.  For ExecutiveOfficers with an individual performance component, the Individual BonusCriteria for such Participants must be approved by the Compensation Committee,in consultation with the Chief Executive Officer.

 

Afterthe end of each Performance Period, the Compensation Committee will assess theextent to which corporate goals and objectives have been met, identify anyunplanned achievements or adverse events that have occurred and recommend tothe Board for approval an overall percentage of weighted goals achieved withrespect to the corporate component of the Plan. This percentage of corporate goal achievement, together with thepercentage of achievement for the individual component, will be used tocalculate bonus payouts, if any, for each eligible Participant in the Plan.

 

Afterthe end of each Performance Period, individual performance will be evaluatedbased on achievement of weighted goals and objectives as reflected in theemployee’s written performance objectives for the Performance Period.  For Non-Executive Officer Employees, theChief Executive Officer will assess the extent to which Individual BonusCriteria have been met, identify any unplanned achievements or adverse eventsthat have occurred and approve an overall percentage of weighted goals achievedwith respect to the individual component of the Plan.  For Executive Officers with an individualperformance component, the Compensation Committee will assess, in consultationwith the Chief Executive Officer, the extent to which Individual Bonus Criteriahave been met, identify any unplanned achievements or adverse events that haveoccurred and approve an overall percentage of weighted goals achieved withrespect to the individual component of the Plan.

 

TheCompany generally must achieve at least 75% of the Company’s weighted corporateobjectives (the “**Bonus Trigger**”) for the relevantPerformance Period in order for any bonus award payouts to occur; *provided, however,*that the Compensation Committee, in itsdiscretion, may determine to grant an award under the Plan even though certaincorporate objectives or Individual Bonus Criteria are not met.  The Compensation Committee and the Boardshall have the authority, in their discretion, to determine whether the BonusTrigger has been achieved for a particular Performance Period.

 

Awardsunder the Plan are subject to applicable withholdings.  Participants who have elected to participatein the Company’s 401(k) Plan will have the applicable funds withheld fromtheir bonus payment.

 

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**PAYMENT OF AWARDS**

 

Payment of an award under the Plan to a Participant shall be made assoon as practicable after determination of the amount of the award, and willgenerally occur within 75 days after the end of the calendar year during whichthe applicable Performance Period ends and, except as otherwise required by lawor this Plan, will be paid during the calendar year immediately following theend of the Performance Period.

 

**OTHER PROVISIONS**

 

TheCompany reserves the right to interpret, modify, suspend or terminate this Planat any time.

 

NoParticipant will have the right to alienate, assign, encumber, hypothecate orpledge his or her interest in any award under the Plan, voluntarily orinvoluntarily, and any attempt to so dispose of any such interest will be void.

 

Participantswho engage in an activity that violates applicable local, state or federallaws, or who violate Company policies, may be subject to having their awardsreduced or eliminated in the sole discretion of the Compensation Committee,except in the case of the Chief Executive Officer where the Board shall makethe final determination after considering the Compensation Committee’srecommendation.

 

**Neitherthis Plan nor any action taken hereunder shall be construed as giving anyemployee or Participant the right to be retained in the employ of theCompany.  Employees of the Company areemployed “at will” unless they have an agreement signed by the Chief ExecutiveOfficer or a member of the Board providing for other than at-will employment.**

 

TheCompany shall not be required to fund or otherwise segregate any cash or anyother assets which may at any time be paid to Participants under the Plan.  The Plan shall constitute an “unfunded” planof the Company.

 

Inthe event of any conflict between a Participant’s employment agreement with theCompany and this Plan, the terms of the Participant’s employment agreement willcontrol.

 

Theprovisions contained in this Plan set forth the entire understanding of theCompany with respect to the Plan and supercede any and all prior communicationsbetween the Company and any employee with respect to the Plan.  This Plan supersedes and replaces the Company’sprevious Annual Incentive Plan.

 

**CODE SECTION 409A COMPLIANCE**

 

Paymentsto Participants pursuant to this Plan are not intended to constitute deferralsof compensation within the meaning of Section 409A of the Code.  Further, although payments hereunder are notintended to constitute “separation pay” within the meaning of the TreasuryRegulations under Section 409A of the Code, in the event that the Companydetermines that a payment to a Participant hereunder (or a payment based uponthe provisions of this Plan) does constitute “separation pay” within themeaning of such Treasury Regulations, (i) such payment shall be subject tothe applicable provisions of any employment or separation agreement (if any) 

 

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betweensuch Participant and the Company dealing with the timing and characterizationof such Participant’s separation pay for purposes of Section 409A of theCode; and (ii) if such Participant is not subject to an employment orseparation agreement containing provisions dealing with the timing andcharacterization of such Participant’s separation pay for purposes of Section 409Aof the Code, then to the extent any such payment (A) is required to bepaid during the period from the date of termination of Participant’s employmentthrough March 15 of the calendar year following such termination, suchpayment is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) ofthe Treasury Regulations and thus payable pursuant to the “short-term deferral”rule set forth in Section 1.409A-1(b)(4) of the TreasuryRegulations; (B) is payable following said March 15, such payment isintended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) ofthe Treasury Regulations made upon an involuntary separation from service andpayable pursuant to Section 1.409A-1(b)(9)(iii) of the TreasuryRegulations, to the maximum extent permitted by said provision, and (C) isin excess of the amounts specified in clauses (A) and (B) of thisparagraph, such payment shall (unless otherwise exempt under TreasuryRegulations) be considered a separate payment subject to the distributionrequirements of Section 409A(a)(2)(A) of the Internal Revenue Code of1986, as amended (the “**Code**”),including, without limitation, the requirement of Section 409A(a)(2)(B)(i) ofthe Code that payments be delayed until 6 months after such Participant’sseparation from service if such Participant is a “specified employee” withinthe meaning of the aforesaid section of the Code at the time of such separationfrom service.  In the event that a6-month delay of such payment is required pursuant to the preceding sentence(as determined by the Company), on the first regularly scheduled pay datefollowing the conclusion of the delay period the Participant shall receive suchpayment (subject to applicable tax withholdings and deductions).

 

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**ATTACHMENTI**

**CALCULATIONWORKSHEET**

 

**EXAMPLE1:**

 

ASenior Director, assuming: (i) 50% Corporate + 50% Individual weighting; (ii) $160,000base salary; (iii) a target bonus award set at 25% of base salary($40,000) at the beginning of the Performance Period; (iv) a 75% corporatethreshold for any bonus payout; and (v) an individual achievement score of110% (exceeded goals).

 

Abonus award under the Plan will be based partially on corporate performanceagainst goals and a Participant’s individual performance against goals.  Each of these measures will account for 50%of the total bonus goal, and will be measured over the same period.  The achievement of corporate goals alsodetermines the payout for individual goals, and thus, the corporate weightedscore must be at least 75% for any bonuses to be paid.

 

Example of Corporate Goals, Weighting and Calculation of CorporateScore (as % achievement):

 
| **Goal** | ** ** | **Corporate  Bonus Criteria** | ** ** | **Weighting** | ** ** | **Score** | ** ** | **Total** | ** ** |
|----------|------------|------------------------------------|------------|---------------|------------|-----------|------------|-----------|------------|
| 1        |       | Goal 1                             |       | 30%           |       | 100       |       | 30%       |       |
| 2        |       | Goal 2                             |       | 25%           |       | 80        |       | 20%       |       |
| 3        |       | Goal 3                             |       | 20%           |       | 95        |       | 19%       |       |
| 4        |       | Goal 4                             |       | 10%           |       | 120       |       | 12%       |       |
| 5        |       | Goal 5                             |       | 5%            |       | 75        |       | 3.75%     |       |
| 6        |       | Goal 6                             |       | 5%            |       | 100       |       | 5%        |       |
| 7        |       | Goal 7                             |       | 5%            |       | 115       |       | 5.75%     |       |
| Total    |       |                               |       | 100%          |       |      |       | 95.5%     |       |

 

CorporateTotal = 95.5% (so it clears the 75% threshold to trigger bonus payouts)

 

Example of Calculation of Bonus Payouts:

 
| ** ** | ** ** | **Base Salary** | ** ** | **Target %** | ** ** | **Weighting** | ** ** | **Score** | ** ** | **Bonus Amount** | ** ** |
|------------|------------|----------------------|------------|-------------------|------------|---------------|------------|-----------|------------|-----------------------|------------|
| Corporate  |       | $                    | 160,000    |              | 25%        |          | 50%        |      | 95.5%      |                  | $          | 19,100 |   |
| Individual |       | $                    | 160,000    |              | 25%        |          | 50%        |      | 110%       |                  | $          | 22,000 |   |
|       |       |                 |       |              |       |          |       |      |       |                  |       |
| Total      |       |                 |       |              |       | 100%          |       |      |       | $                     | 41,100     |   |

 

160,000x .25 x .5 x .955 = $19,100.00

160,000x .25 x .5 x 1.10 = $22,000.00

 

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**EXAMPLE 2:**

 

VicePresident, assuming: (i) 60% Corporate + 40% Individual weighting; (ii) $260,000base salary; (iii) a target bonus award set at 25% of base salary($65,000) at the beginning of the Performance Period; (iv) a 75% corporatethreshold for any bonus payout; and (v) multiple corporate and individualachievement scenarios.

 

**A.            If Corporate Perf =100% and Individual Perf = 100%:**

 
| Annual  Target Incentive Opportunity:                |       | $260,000  x 25% = **$65,000**       |
|------------------------------------------------------|------------|-------------------------------------|
|                                                 |       |                                |
| Corporate  Weighting                                 |       | 60%                                 |
| Annual  Tgt Based on 100% Corp Perf                  |       | $65,000  x 60% **x 100% = $39,000** |
|                                                 |       |                                |
| Individual  Weighting                                |       | 40%                                 |
| Annual  Tgt Based on 100% Ind Perf                   |       | $65,000  x 40% **x 100% = $26,000** |
|                                                 |       |                                |
| **Total  Bonus Award = $39,000 + $26,000 = $65,000** | ** ** | ** **                          |

 

**B.            If Corporate Perf =95% and Individual Perf = 110% (exceeds):**

 
| Annual  Target Incentive:                            |       | $260,000  x 25% = **$65,000**       |
|------------------------------------------------------|------------|-------------------------------------|
|                                                 |       |                                |
| Corporate  Weighting                                 |       | 60%                                 |
| Annual  Tgt Based on 95% Corp Perf                   |       | $65,000  x 60% **x 95% = $37,500**  |
|                                                 |       |                                |
| Individual  Weighting                                |       | 40%                                 |
| Annual  Tgt Based on 110% Ind Perf                   |       | $65,000  x 40% **x 110% = $28,600** |
|                                                 |       |                                |
| **Total  Bonus Award = $37,500 + $28,600 = $66,100** | ** ** | ** **                          |

 

**C.            If Corporate Perf=110% (exceeds) and Individual Perf = 90%:**

 
| Annual  Target Incentive:                            |       | $260,000  x 25% = **$65,000**       |
|------------------------------------------------------|------------|-------------------------------------|
|                                                 |       |                                |
| Corporate  Weighting                                 |       | 60%                                 |
| Annual  Tgt Based on 110% Corp Perf                  |       | $65,000  x 60% **x 110% = $42,900** |
|                                                 |       |                                |
| Individual  Weighting                                |       | 40%                                 |
| Annual  Tgt Based on 90% Ind Perf                    |       | $65,000  x 40% **x 90% = $23,400**  |
|                                                 |       |                                |
| **Total  Bonus Award = $42,900 + $23,400 = $66,300** | ** ** | ** **                          |

 

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**D.****                                   ****If Corporate Perf = 60% andIndividual Perf = 110% (exceeds): Corporate threshold cancels out all payouts**

 
| Annual  Target Incentive:                               |       | $260,000  x 25% = **$65,000** |
|---------------------------------------------------------|------------|-------------------------------|
|                                                    |       |                          |
| **Corporate  Weighted Score 60% is < 75% threshold** | ** ** | ** **                    |
| ** **                                              | ** ** | ** **                    |
| **Total  Bonus Award = $0**                             | ** ** | ** **                    |

 

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