Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (this "Agreement") is dated as of February 16, 2007
(the "Effective Date"), and is entered into by and between Allos Therapeutics,
Inc., a Delaware corporation (the "Company"), and David A. DeLong ("Executive"
and, together with the Company, the "Parties").
RECITALS
WHEREAS, Executive has been employed by the Company as Vice President, Marketing
and Sales of the Company pursuant to an Employment Agreement, dated as of August
12, 2002, by and between the Company and Executive (the "Employment Agreement");
and
WHEREAS, the parties have mutually determined that Executive shall terminate his
employment as Vice President, Marketing and Sales of the Company effective
February 16, 2007 (the "Separation Date"), and, in connection with such
separation, the Parties have agreed to settle any and all related agreements
between the Parties and their affiliates in the manner set forth herein.
NOW THEREFORE, in consideration of the promises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged, the Parties agree and promise
as follows:
SECTION 1.
TERMINATION.
EFFECTIVE ON THE SEPARATION DATE,
EXECUTIVE SHALL TERMINATE HIS EMPLOYMENT AS THE VICE PRESIDENT, MARKETING AND
SALES OF THE COMPANY.
SECTION 2.
TERMINATION BENEFITS.
PURSUANT TO SECTION 10(D) OF THE
EMPLOYMENT AGREEMENT, AS MODIFIED HEREIN, UPON EXECUTION OF THIS AGREEMENT AND
THE FULL GENERAL RELEASE OF CLAIMS ATTACHED HERETO AS EXHIBIT B, EXECUTIVE SHALL
BE ENTITLED TO RECEIVE THE FOLLOWING SEVERANCE BENEFITS:
(A)
SEVERANCE PAYMENT.
THE COMPANY SHALL PAY TO EXECUTIVE A ONE TIME
LUMP SUM PAYMENT EQUAL TO SIX (6) MONTHS OF EXECUTIVE'S BASE SALARY IN EFFECT AS
OF THE SEPARATION DATE TO BE PAID SIX (6) MONTHS AND ONE (1) DAY FOLLOWING THE
SEPARATION DATE.
(B)
HEALTH INSURANCE.
THE COMPANY SHALL PAY THE PREMIUMS OF
EXECUTIVE'S GROUP HEALTH INSURANCE COBRA CONTINUATION COVERAGE, INCLUDING
COVERAGE FOR EXECUTIVE'S ELIGIBLE DEPENDENTS, FOR A MAXIMUM PERIOD OF SIX (6)
MONTHS FOLLOWING THE SEPARATION DATE; PROVIDED, HOWEVER, THAT (I) THE COMPANY
SHALL PAY PREMIUMS FOR EXECUTIVE'S ELIGIBLE DEPENDENTS ONLY FOR COVERAGE FOR
WHICH THOSE ELIGIBLE DEPENDENTS WERE ENROLLED IMMEDIATELY PRIOR TO THE
SEPARATION DATE; AND (II) THE COMPANY'S OBLIGATION TO PAY SUCH PREMIUMS SHALL
CEASE IMMEDIATELY UPON EXECUTIVE'S ELIGIBILITY FOR COMPARABLE GROUP HEALTH
INSURANCE PROVIDED BY A NEW EMPLOYER OF EXECUTIVE.
(C)
BONUS.
ALTHOUGH THE COMPANY IS UNDER NO OBLIGATION TO DO SO, IN
FURTHER CONSIDERATION FOR THE PROMISES AND AGREEMENTS CONTAINED HEREIN, THE
COMPANY AGREES TO PAY EXECUTIVE A BONUS PAYMENT EQUAL TO $59,217.87 PURSUANT TO
THE COMPANY'S ANNUAL INCENTIVE PLAN, AS IN EFFECT FOR FISCAL 2006.
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(D)
ACCRUED OBLIGATIONS.
ON THE SEPARATION DATE, THE COMPANY SHALL
PAY EXECUTIVE ALL EARNED BUT UNPAID BASE SALARY THROUGH THE SEPARATION DATE AND
REIMBURSE EXECUTIVE FOR ANY REASONABLE UNREIMBURSED EXPENSES INCURRED IN
ACCORDANCE WITH COMPANY POLICY.
ADDITIONALLY, EXECUTIVE SHALL BE ENTITLED TO A
PAYMENT FOR ALL ACCRUED BUT UNUSED VACATION AND SICK PAY THAT EXECUTIVE HAS
ACCRUED THROUGH THE SEPARATION DATE.
(E)
STOCK OPTIONS.
PURSUANT TO EXECUTIVE'S STOCK OPTION GRANT(S) AND
THE