Exhibit 10.1


 


SUMMARY OF COMPENSATION ARRANGEMENTS


WITH NON-EMPLOYEE DIRECTORS


 


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


 


The type and
amount of compensation paid or awarded to the Company’s non-employee directors
is reviewed from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s
Board of Directors (the “Board”). 
In order to retain the services of the Company’s current non-employee
directors, to secure and retain the services of new non-employee directors, and
to provide competitive compensation for such persons’ services as directors of
the Company, the Compensation Committee recommended and the Board approved the
following compensation arrangements for the Company’s non-employee directors
effective June 22, 2009:


 


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


 


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


 


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


 


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


 


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


 


·                 The Company will grant the Chairman of
the Board a nonqualified stock option under the Plan to purchase 30,000 shares
of the Company’s common stock immediately following each year’s annual meeting
of stockholders, and shall grant each other director a nonqualified stock
option under the Plan to purchase 20,000 shares of the Company’s common stock
immediately following each year’s annual meeting of stockholders (each, an “Annual Grant”), commencing with the Company’s
2009 annual meeting of stockholders; provided that any director who received an
Initial Grant within three months


 

















 


prior to an annual meeting of stockholders shall not
receive an Annual Grant until immediately following the second annual meeting
of stockholders after the date of his or her Initial Grant.  Each Annual
Grant shall (i) be subject to the terms and conditions of the Plan, (ii) be
exercisable for a term of ten (10) years measured from the date of grant
at a price per share equal to the closing price of the Company’s common stock
as quoted on the Nasdaq Global Market on the date of grant, and (iii) vest
in 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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