Unassociated Document


    Exhibit
10.1

    


    Hana
Biosciences, Inc.

    


    


    
      
        	
                February
      5, 2010

              	
                7000
      Shoreline Court, Suite 370

              
	 
      	
                South
      San Francisco, CA 94080

              
	 
      	
                Ph.
      (650) 588-6784

              
	 
      	
                Fax.
      (650) 228-2754

              


      

    

    


    Dear
Craig,

    


    I am
delighted to offer you the position of Vice President, Chief Financial Officer
at Hana Biosciences, Inc. You will report to Steven R. Deitcher, M.D., President
and Chief Executive Officer.  Your start date with the Company will be
on or before Monday, March 1, 2010.

    


    Your base
salary will be $295,000 per year (gross, less legally required withholding and
other required deductions, and any deductions that you voluntarily authorize in
writing), paid semi-monthly.  In addition, you will be eligible for an
annual performance-based cash bonus of up to 30% of your annualized base
salary.  The determination of your annual bonus will be made by the
Chief Executive Officer and will be subject to approval by Hana’s Board of
Directors.  For 2010, your target bonus will be pro-rated based on the
commencement of your employment.

    


    Effective
upon the commencement of your employment with Hana, you will also be granted an
option to purchase 350,000 shares of Hana stock which vest one-third on the
first anniversary of the grant date and, thereafter, the remainder will vest in
24 equal monthly installments over two years (the “Initial Option”). The
exercise price of the Initial Option will be equal to the closing price of Hana
common stock, as reported on the OTC Bulletin Board, on the last business day
prior to your first day of employment.  In addition, you will be
entitled to an additional stock option grant to purchase 150,000 shares of Hana
common stock upon closing of a financing transaction in 2010 that results in net
proceeds to Hana of greater than $20,000,000, or 250,000 shares of Hana common
stock upon closing of a financing transaction in 2010 that results in net
proceeds to Hana of greater than $30,000,000 (the “Financing Options”), in
either case at an exercise price equal to the fair market value of Hana’s common
stock as determined in accordance with Hana’s stock option pricing policies then
in effect. Your right to purchase one-third of the shares subject to any
Financing Options will vest in the same manner as the Initial Option (i.e.,
one-third on the first anniversary of the grant date, and the remainder in 24
equal monthly installments thereafter).  The Initial Option and any
Financing Options will be evidenced to separate stock option agreements on the
Company’s standard form.  Any other future stock options will be
granted per guidelines then in place for all employees of the company, based on
performance and contributions as determined by the company’s Board of
Directors.

    


    If your
employment with Hana is terminated by Hana without “cause,” or if you terminate
your employment with Hana for “good reason,” then you shall be entitled to
continue receiving your then current annualized base salary for a period of six
months following such termination;  provided, however, Hana shall
have no obligation to pay any compensation or other consideration following the
termination of your employment unless you execute a separate agreement releasing
Hana and entities and persons associated with Hana from any and
all  claims relating to or in connection with your employment,
including the termination of your employment.  For purposes of this
letter, the term “cause” means any of the following actions committed by
you:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (1)

            	
              Willful
      and repeated failure, disregard or refusal by you to perform your
      employment duties;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Willful,
      intentional or grossly negligent act by you having the effect of injuring,
      in a material way (whether financial or otherwise), the business or
      reputation of Hana or any of its affiliates, including but not limited to,
      any officer, director, executive or shareholder of Hana or its
      affiliates;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Willful
      misconduct by you in respect of your duties or obligations, including, without limitation, insubordination
      with respect to lawful directions received by you from the Chief Executive Officer, unless such direction was
      contrary to directions given by the
  Board;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Your
      conviction of any felony or a misdemeanor involving a crime of moral
      turpitude (including entry of a nolo contendere
  plea);

            


    

     

    
      	
               
      

            	
              (5)

            	
              Hana’s
      determination based upon clear and convincing evidence, after a reasonable
      and good-faith investigation following a written allegation by another
      Hana employee, that you engaged in material harassment prohibited by law (including, without
      limitation, age, sex or race
discrimination);

            


    

     

    
      	
               
      

            	
              (6)

            	
              Any
      misappropriation or embezzlement by you of Hana’s (or its affiliates’)
      property (whether or not a misdemeanor or felony);
  or

            


    

     

    
      	
               
      

            	
              (7)

            	
              A
      material breach by you of any of your obligations under any other
      agreement or Hana policy, including, without limitation, Hana’s code of
      ethics, employee manual and any invention assignment, confidentiality and
      non-solicitation agreement(s).

            


    

     

    For
purposes of this letter, the term “good reason” means  (i) a reduction
in your annual base salary or annual target bonus rate or a material reduction
in the benefits provided to you by Hana taken as a whole, in each case without
your consent, but not if all senior executives of Hana incur any such reduction
in compensation or other benefits; or (ii) a significant reduction in your
duties and responsibilities; provided, however, that an event shall not
constitute “good reason” unless you first notify Hana of such event in writing
(including by email) within 30 days of the date you became aware of such event
and the event is not corrected by Hana to your reasonable satisfaction within 30
days of the date of your written notice to Hana.

    


    Hana
Biosciences, Inc. provides its employees with a benefit package, paid medical,
dental, life and disability programs, you will be eligible to participate in our
401k plan and Employee Stock Purchase Plan. You will also be entitled to 3 weeks
of vacation pro-rated for the remainder of the calendar year in which you
start.  This offer of employment is also conditioned upon your entry
into an invention assignment, confidentiality and non-solicitation agreement, in
the Company’s standard form.

    


    Even
though some provisions in this offer letter refer to future dates, they are only
reference points for certain events that are scheduled for as long as you are
employed.  Your employment with Hana is for an indefinite term, and
nothing in this Letter modifies your at-will employment relationship with the
Company. This offer expires on February 12, 2010.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Craig, I
believe you will make a significant contribution to Hana, and that we will in
turn provide an environment where you will grow, learn and
thrive.  The entire Hana team looks forward to the opportunity to work
with you.

    


    Sincerely
yours,

    


    /s/
Steven R. Deitcher

    
      
        

      

    

    Steven R.
Deitcher, M.D.

    President,
CEO, and Board Member

    


    


    


    Accepted:
/s/ Craig W Carlson

    
      
 Date:
2/10/2010

    


    


    Start
Date: 3/1/2010

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              February
      17, 2010

            	
              7000
      Shoreline Court, Suite 370

            
	 
      	
              South
      San Francisco, CA 94080

            
	 
      	
              Ph.
      (650) 588-6784

            
	 
      	
              Fax.
      (650) 228-2754

            


    

    


    RE: Craig
Carlson Employment with Hana Biosciences

    


    


    Dear
Craig,

    


    This will
confirm our recent discussions concerning your employment with Hana Biosciences
and the effective date of your appointment as Hana’s Chief Financial
Officer.  As described in the February 5, 2010 letter agreement
between Hana and you, your employment with Hana will commence on March 1,
2010.  However, notwithstanding the terms of such letter agreement,
upon the commencement of your employment with Hana on March 1, 2010, you will
assume the title and position of Vice President of Hana.  Effective
April 1, 2010, you will assume the role of Hana’s principal financial officer
and your title will change to Vice President, Chief Financial
Officer.  Despite these changes, all other terms of your employment
described in the February 5, 2010 letter agreement, including your compensation,
remain unaffected.

    


    Please
acknowledge your agreement to the foregoing by signing in the space indicated
below and returning a fully-signed copy of this letter to my
attention.

    


    


    Sincerely
yours,

    


    /s/
Steven R. Deitcher

    
      
Steven R.
Deitcher, M.D.

    President,
CEO, and Board Member


    


    


    Acknowledged
and agreed to

    this 17th
day of February, 2010:

    


    Accepted:
/s/ Craig W Carlson

      
 

    Craig
Carlson