EXHIBIT 10.4
ALLOS THERAPEUTICS, INC.
CHANGE OF CONTROL SEVERANCE BENEFIT
SCHEDULE
Adopted: January 16,
2001
Amended and Restated:
February 23, 2009
This Change of Control Severance Benefit
Schedule (this “ Schedule ”) is made and adopted
by the Board of Directors (the “ Board ”) of
Allos Therapeutics, Inc. (the “ Company )
pursuant to the Company’s Severance Benefit Plan (the “
Plan ”). The Company reserves the right to
establish severance guidelines on an action-by-action basis.
This Schedule may be altered, amended or cancelled at any time in
the sole discretion of the Company. This Schedule supersedes
and replaces all prior severance benefit schedules promulgated
under the Plan related to terminations pursuant to a Change in
Control (as defined herein).
As a condition to receiving any severance
benefits hereunder, an Eligible Employee (as defined in the Plan)
must sign a general release releasing the Company from all claims
known or unknown that such Eligible Employee may have against the
Company (the “Release”) . No benefits will be paid until the
Company has received a signed Release. The contents of the
Release will vary, depending on the state in which the affected
employee(s) resides, the age of the employee(s), and whether
two or more employees are affected by the same action.
Consult with legal for the specific Release to be used.
Nothing contained in the Plan or this Schedule
alters or amends employee’s status as an at-will
employee. As an at-will employee either the employee or the
Company may terminate the employment relationship with or without
cause, with or without notice.
DEFINITIONS
Change in Control. For purposes of this Schedule, a “
Change in Control ” shall mean: (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 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 fifty percent (50%) of
the Company’s voting power is transferred.
Good Reason. For purposes of this Schedule, “ Good
Reason ” shall mean any one of the following events that
occurs without the Eligible Employee’s consent on or after
the
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