Exhibit 10.1
ALLOS THERAPEUTICS,
INC.
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ First
Amendment ”) is made and entered into as of May 20,
2009, by and between Allos Therapeutics, Inc., a Delaware
corporation (the “ Company ”), and Paul L. Berns
(“ Employee ”).
RECITALS:
WHEREAS, the Company and Employee entered into a Second
Amended and Restated Employment Agreement dated December 13,
2007 the “ Employment Agreement ”);
WHEREAS, the Employment Agreement provides for the
acceleration of vesting of Employee’s stock option and
restricted stock awards in connection with the Employee’s
termination of employment within specified periods prior to or
following a change in control of the Company;
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
(i) for acceleration of the vesting of all of Employee’s
outstanding stock options and/or other stock awards, including
without limitation restricted stock and restricted stock units,
should Employee’s employment be terminated within the period
prior to or following a change in control of the Company as
specified in the Employment Agreement and (ii) that all of
Employee’s outstanding stock options and/or other stock
awards shall be treated in accordance with the terms of the
Company’s equity incentive plans and the applicable stock
option agreement or other stock award agreement should
Employee’s employment be terminated under circumstances other
than in connection with a change of control of the
Company.
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
mutually acknowledged, the Company and Employee hereby agree as
follows:
1.
The last sentence of
Section 8(b) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
“Except as set forth in this
Section 8(b), following Employee’s termination by reason
of his death or Disability, Employee shall have no further rights
to any compensation or any other benefits under this Agreement;
provided , that Employee’s then outstanding stock
options and/or
