Exhibit 10.3


 


ALLOS THERAPEUTICS, INC.


 


FIRST AMENDMENT TO


EMPLOYMENT AGREEMENT


 


BRUCE GOLDSMITH


 


This
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this
“First Amendment”) is entered into
effective as of May 22, 2009, by and between ALLOS
THERAPEUTICS, INC. (the “Company”) and BRUCE GOLDSMITH (“Employee”)
(collectively, the “Parties”).


 


RECITALS:


 


WHEREAS, the Parties entered into an Employment Agreement
on April 29, 2009 (the “Employment Agreement”);


 


WHEREAS, the Company granted
restricted stock units to its executive officers and certain other employees as
part of the Company’s 2009 annual performance review and appraisal process; and


 


WHEREAS, the Company and Employee
have agreed to this First Amendment in order to, among other things, provide
for (i) cessation of vesting of all of Employee’s unvested stock options
and/or other equity awards should Employee’s employment be terminated under
circumstances other than in connection with a change of control of the Company,
and (ii) reduction of the acceleration of vesting of all unvested stock
options and/or other equity awards, as necessary, if certain payments to the
Employee are subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended.


 


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 Company and Employee hereby agree as follows:


 


1.     The last sentence
of each of Section 10(a), Section 10(b), Section 10(c) and Section 10(d) of
the Employment Agreement is hereby amended and restated to read in its entirety
as follows:


 


“Vesting of any unvested
stock options and/or other equity awards shall cease on the date of
termination.”


 


2.     The last
sentence of Section 14(b) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:


 


“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 the acceleration of the vesting of Employee’s
other equity awards (if any), and then by reducing the payments under
Section 10(e)(v), (iv), (ii), (iii), (i), in that order, unless an
alternative method of


 


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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.”


 


3.     Section 15(a) of
the Employment Agreement is hereby amended and restated to read in its entirety
as follows:


 


“(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 options and/or other equity awards, or other benefits
provided by the Company pursuant to this Agreement.”


 


4.     Except as
modified herein, the terms and conditions of the Employment Agreement shall
remain unchanged and in full force and effect.


 


5.     This First
Amendment 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.


 


6.     This First
Amendment and all disputes relating to this First Amendment 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 First Amendment 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 First Amendment shall be brought
in courts located in the State of Colorado.


 


7.     This First
Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same
instrument.  The execution of this First
Amendment may be by actual or facsimile signature.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties hereto have each
duly executed this FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT effective as of the date and year first written
above.


 


	
   

  	
  ALLOS
  THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Paul L. Berns

  
	
   

  	
  Name:
  

  	
  Paul
  L. Berns

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Bruce Goldsmith

  
	
   

  	
  BRUCE GOLDSMITH

  



 


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


SIGNATURE
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