Exhibit 10.2


 


ALLOS THERAPEUTICS, INC.

EMPLOYMENT AGREEMENT


 


BRUCE GOLDSMITH


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is entered into effective as of April 29, 2009, by and between ALLOS THERAPEUTICS, INC., (the “Company”),
and BRUCE GOLDSMITH  (“Employee”)
(collectively, the “Parties”).


 


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


 


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


 


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
Employee’s employment:


 


1.             EMPLOYMENT.  The Company hereby agrees to employ Employee
as Vice President, Corporate Development and Employee hereby accepts such
employment upon the terms and conditions set forth herein as of the date first
written above.  Employee commenced
employment with the Company on August 11, 2008.


 


2.             AT-WILL
EMPLOYMENT.  It is
understood and agreed by the Company and Employee that this Agreement does not
contain any promise or representation concerning the duration of Employee’s
employment with the Company. Employee specifically acknowledges that his
employment with the Company is at-will and may be altered or terminated by
either Employee or the Company at any time, with or without cause and/or with
or without notice.  The nature, terms or
conditions of Employee’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 Employee 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 disclaimer shall control.  This at-will status cannot be altered except
in writing signed by Employee and the Chairman of the Board of Directors.


 


3.             DUTIES.  Employee shall render full-time services to
the Company as its Vice President, Corporate
Development.  At the outset of
employment, Employee shall report to the Company’s Chief Commercial
Officer.  Employee 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 Employee’s job duties and
responsibilities as necessary.


 


4.             POLICIES
AND PROCEDURES.  Employee
agrees that he is subject to and will comply with the policies and procedures
of the Company, as such policies and procedures may 


 


1

















 


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.  Employee further agrees and
acknowledges that any written or oral policies and procedures of the Company do
not constitute contracts between the Company and Employee.


 


5.             COMPENSATION.  For all services rendered
and to be rendered hereunder, the Company agrees to pay to the Employee, and
the Employee agrees to accept a base salary of $242,800 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 Employee. 
The Board of Directors may adjust the Employee’s compensation from time
to time in its sole and complete discretion.


 


6.             BONUS.  Employee will be eligible to
participate in the Company’s Corporate Bonus Plan, pursuant to which Employee
will be eligible for an annual bonus award to be determined in accordance with
the terms of the plan (“Annual Bonus”).  For 2009, Employee’s target bonus award under
the Corporate Bonus Plan shall equal 25% of Employee’s actual base salary
earned in 2009, weighted 60% to the achievement of the Company’s corporate
objectives and 40% to the achievement of individual objectives approved by the
Company’s 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)           Employee
and Employee Benefits.  The Employee shall be entitled to all
benefits to which other Employee 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 Employees. The Company reserves the right to alter and
amend the benefits received by Employee from time to time at the Company’s
discretion.


 


(b)           Out-of-Pocket
Expense Reimbursement.  The
Employee 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.


 


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


 


9.             PROPRIETARY
AND OTHER OBLIGATIONS. 
Employee 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.  Employee and the Company each acknowledge
that either party has the right to terminate Employee’s employment with the
Company at any time for any reason whatsoever, with or without cause or advance
notice pursuant to the following:


 


2

















 


(a)           Termination
by Death or Disability. 
Subject to applicable state or federal law, in the event Employee shall
die during the period of his employment hereunder or become permanently
disabled, as evidenced by notice to the Company and Employee’s inability to
carry out his job responsibilities for a continuous period of more than three
months, Employee’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, Employee has failed to carry
out his job responsibilities for three months, except that the Company shall
pay Employee’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 or restricted stock shall cease on
the date of termination.


 


(b)           Voluntary
Resignation by Employee.  In
the event Employee 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 Employee 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 or
restricted stock shall cease on the date of termination.


 


(c)           Termination
for Just Cause.  In the event
the Employee 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 Employee of written notice of such termination (the “date of termination” for purposes of this
paragraph 10(c)), except that the Company shall pay Employee 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 or restricted stock 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 Employee’s employment with the Company at any
time without Just Cause.  In the event
Employee is terminated by the Company without Just Cause or Employee 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 Employee (“Release”, in the form attached hereto as Exhibit A), releasing all claims
known or unknown that Employee may have against the Company as of the date
Employee signs such release, and upon the written acknowledgment of his
continuing obligations under the Confidentiality Agreement, Employee shall be
entitled to receive the following severance benefits:  (i) continuation of Employee’s base
salary, then in effect, for a period of six (6) months following the
Termination Date, 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 Employee’s group health insurance COBRA
continuation coverage, including coverage for Employee’s eligible dependents,
for a maximum period of six (6) months following a termination without
Just Cause or resignation for Good Reason; provided, however,
that (a) the Company shall pay premiums for Employee’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 Employee’s



 


3

















 


eligibility for comparable group health insurance
provided by a new employer of Employee. 
Vesting of any unvested stock options or restricted stock 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 Employee’s employment without
Just Cause or Employee 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, Employee shall be entitled to receive the following
Change in Control severance benefits:  (i) a
lump-sum cash payment in an amount equal to (A) Employee’s annual base
salary then in effect, plus (B) the greater of (1) Employee’s
annualized target bonus award for the year in which Employee’s employment
terminates or (2) the Annual Bonus amount paid to Employee in the
immediately preceding year; (ii) payment of any accrued but unused
vacation and sick leave; (iii) payment of Employee’s target bonus award
for the year in which Employee’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 Employee’s group
health insurance COBRA continuation coverage, including coverage for Employee’s
eligible dependents, for a maximum period of twelve (12) 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 Employee for a period of six (6) months
following a Change in Control Termination, up to maximum of $7,500 in
aggregate; provided, however, that (a) the
Company (or any surviving or acquiring corporation) shall pay premiums for
Employee’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 Employee’s
eligibility for comparable group health insurance provided by a new employer of
Employee.  Employee 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 Employee’s coverage by a health
insurance plan of a subsequent employer. 
For the balance of the period that Employee is entitled to coverage
under federal COBRA law, if any, Employee shall be entitled to maintain such
coverage at Employee’s own expense.


 


In
addition, notwithstanding anything contained in Employee’s stock option or
other equity award agreements to the contrary, in the event the Company (or any
surviving or acquiring corporation) terminates Employee’s employment without
Just Cause or Employee resigns for 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 Employee’s stock
options and/or equity awards, as applicable, or substitutes similar stock
options or equity awards for Employee’s stock options and/or equity awards, as
applicable, in accordance with the terms of the Company’s equity incentive
plans, then (i) the vesting of all of Employee’s stock options and/or
equity awards (or any substitute stock options or equity awards), as
applicable, shall be accelerated in full and (ii) the term and the period
during which Employee’s stock options may be exercised shall be extended to
twelve (12) months after the date of Employee’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.


 


4

















 


(f)            Legal Costs.  In the event Employee 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 Employee 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) Employee’s conviction of a felony or a
crime involving moral turpitude or dishonesty; (ii) Employee’s
participation in a fraud or act of dishonesty against the Company; (iii) Employee’s
intentional and material damage to the Company’s property; (iv) material
breach of Employee’s employment agreement, the Company’s written policies, or
the Confidentiality Agreement that is not remedied by Employee within fourteen
(14) days of written notice of such breach from the Board of Directors; or (v) conduct
by Employee which demonstrates Employee’s gross unfitness to serve the Company
as Vice President, Corporate Development,
as determined in the sole discretion of the Board of Directors.  Employee’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 Employee’s consent on or after the
commencement of Employee’s employment provided that Employee 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 Employee’s written notice is received by
such member of the Board (or by the surviving corporation):  (i) a reduction of Employee’s then
existing annual salary base or annual bonus target by more than ten percent
(10%), unless the Employee 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 Employee is
considered a material breach of this Agreement); (ii) any request by the
Company (or any surviving or acquiring corporation) that the Employee relocate
to a new principal base of operations that would increase Employee’s one-way
commute distance by more than thirty-five (35) miles from his then-principal
base of operations, unless Employee accepts such relocation opportunity; or (iii) for
purposes of Section 10(e) only, if, following a Change in Control,
Employee’s benefits and responsibilities are materially reduced, or Employee’s
base compensation or annual bonus target are reduced by more than 10%, in each
case, by comparison 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 


 


5

















 


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 Employee’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 Employee
fail to comply with the provisions of the Confidentiality Agreement or if
Employee directly or indirectly competes with the Company.


 


13.          CODE SECTION 409A
COMPLIANCE.  To the
extent any payments or benefits pursuant to Section 12 above (a) are
paid from the date of termination of Employee’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 Employee’s
separation from service if Employee 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 separation
payments or benefits is required, on the first regularly scheduled pay date
following the conclusion of the delay period Employee 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:


 


6

















 


(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 Employee, whether paid or payable pursuant
to this Agreement or otherwise.


 


(v)            “Safe Harbor Amount” means 2.99 times Employee’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 Employee 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 Employee’s receipt, After-Tax, of the
greatest amount of the Payment. The reduction of Employee’s Payments pursuant
to this Section 14, if applicable, shall be made by first reducing the
acceleration of Employee’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 Employee,
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 Employee, 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 Employee, 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
supporting calculations both to the Company and Employee within fifteen (15)
business days after receiving notice from Employee 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, Employee 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.


 


7

















 


(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
Employee and the Company, and their respective successors, assigns, heirs,
executors and administrators, except that Employee 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.  Employee promptly shall notify Company of any
change in Employee’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.


 


(g)           Entire
Agreement.  This Agreement
together with the Exhibits A  and B attached
hereto set forth the entire agreement and understanding of the parties hereto
with regard to the employment of the Employee by the Company and supersede any
and all prior agreements, arrangements and understandings, written or oral,
pertaining to the subject matter hereof, including the Original 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.


 


8

















 


[Remainder of Page Intentionally Left Blank]


 


9

















 


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


 


	
   

  	
  ALLOS
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  James V. Caruso

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  James
  V. Caruso

  
	
   

  	
  Its:

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  Chief
  Commercial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:
  

  	
  11080
  CirclePoint Road

  
	
   

  	
   

  	
  Westminster,
  CO 80020

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Bruce Goldsmith

  
	
   

  	
  Bruce
  Goldsmith

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:
  

  	
  Allos
  Therapeutics

  
	
   

  	
   

  	
  302
  Carnegie Ctr, 102

  
	
   

  	
   

  	
  Princeton,
  NJ 08540

  
				



 


10

















 


EXHIBIT A TO EMPLOYMENT AGREEMENT


 


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.

  	
   

  	
  BRUCE
  GOLDSMITH

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: