**Exhibit 10.1**

 

**SUMMARY OF COMPENSATION ARRANGEMENTS**

**WITH NON-EMPLOYEE DIRECTORS**

 

The followingdescription of the compensation arrangements between Allos Therapeutics, Inc.(the “**Company**”) and each of itsnon-employee directors is provided pursuant to Item 601(b)(10)(iii) ofRegulation S-K, which requires a written description of any compensatoryplan or arrangement between a registrant and any of its directors when thecompensation information is not set forth in any formal document.

 

The type andamount of compensation paid or awarded to the Company’s non-employee directorsis reviewed from time to time by the Compensation Committee (the “**Compensation Committee**”) of the Company’sBoard of Directors (the “**Board**”). In order to retain the services of the Company’s current non-employeedirectors, to secure and retain the services of new non-employee directors, andto provide competitive compensation for such persons’ services as directors ofthe Company, the Compensation Committee recommended and the Board approved thefollowing compensation arrangements for the Company’s non-employee directorseffective June 22, 2009:

 

·                 The Company will pay the Chairman of theBoard an annual retainer of $60,000, and will pay each other director an annualretainer of $40,000, such retainers to be paid in four equal quarterlyinstallments on the first day of each calendar quarter.

 

·                 The Company will pay (i) eachdirector who serves as Chairman of the Audit Committee of the Board (the “**Audit Committee**”) an annual retainer of $20,000, (ii) eachdirector who serves as Chairman of the Compensation Committee an annualretainer of $12,500, and (iii) each director who serves as Chairman of anyother committee of the Board an annual retainer of $7,500, such retainers to bepaid in four equal quarterly installments on the first day of each calendarquarter.

 

·                 The Company will pay (i) eachdirector who serves as a member of the Audit Committee (other than theChairman) an annual retainer of $10,000, and (ii) each director who servesas a member of any other committee of the Board (other than the Chairman) an annualretainer of $5,000, such retainers to be paid in four equal quarterlyinstallments on the first day of each calendar quarter.

 

·                 The Company will reimburse each directorall reasonable out-of-pocket expenses incurred by such director in connectionwith attending any regular or special meeting of the Board or any regular orspecial meeting of any committee of the Board.

 

·                 The Company will grant each person whobecomes Chairman of the Board after the date hereof a nonqualified stock optionunder the Company’s 2008 Equity Incentive Plan (the “**Plan**”) to purchase 50,000 shares of the Company’s common stockon the date of his or her initial election, and will grant each other personwho becomes a director of the Company after the date hereof a nonqualified stockoption under the Plan to purchase 25,000 shares of the Company’s common stockon the date of his or her initial election (each, an “**Initial Grant**”).  Each Initial Grantshall (i) be subject to the terms and conditions of the Plan, (ii) beexercisable for a term of ten (10) years measured from the date of grantat a price per share equal to the closing price of the Company’s common stockas quoted on the Nasdaq Global Market on the date of grant, and (iii) vestin equal installments on each of the first, second and third anniversaries ofthe date of grant, assuming continued service on the Board for such periods.

 

·                 The Company will grant the Chairman ofthe Board a nonqualified stock option under the Plan to purchase 30,000 sharesof the Company’s common stock immediately following each year’s annual meetingof stockholders, and shall grant each other director a nonqualified stockoption under the Plan to purchase 20,000 shares of the Company’s common stockimmediately following each year’s annual meeting of stockholders (each, an “**Annual Grant**”), commencing with the Company’s2009 annual meeting of stockholders; provided that any director who received anInitial Grant within three months

 

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prior to an annual meeting of stockholders shall notreceive an Annual Grant until immediately following the second annual meetingof stockholders after the date of his or her Initial Grant.  Each AnnualGrant shall (i) be subject to the terms and conditions of the Plan, (ii) beexercisable for a term of ten (10) years measured from the date of grantat a price per share equal to the closing price of the Company’s common stockas quoted on the Nasdaq Global Market on the date of grant, and (iii) vestin full on the date of the next succeeding annual meeting of stockholders,assuming continued service on the Board for such period.

 

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