Exhibit 10.3
ALLOS THERAPEUTICS,
INC.
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
JAMES V. CARUSO
This FIRST AMENDMENT TO AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “First
Amendment” ) is entered into effective as of May 20
, 2009, by and between ALLOS THERAPEUTICS, INC. (the
“Company” ) and JAMES V. CARUSO (
“Executive” ) (collectively, the
“Parties” ).
RECITALS:
WHEREAS, the Parties entered into an Amended and Restated
Employment Agreement on December 13, 2007 (the
“Employment Agreement” );
WHEREAS, the Employment Agreement provides for the
acceleration of vesting of Executive’s stock option and
restricted stock awards in connection with the Executive’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 Executive have agreed to this
First Amendment in order to, among other things, provide
(i) for acceleration of the vesting of all of
Executive’s outstanding stock options and/or other stock
awards, including without limitation restricted stock and
restricted stock units, should Executive’s employment be
terminated within the period prior to or following a change in
control of the Company as specified in the Employment Agreement,
(ii) cessation of vesting of all of Executive’s unvested
stock options and/or other stock awards should Executive’s
employment be terminated under circumstances other than in
connection with a change of control of the Company, and
(c) reduction of the acceleration of vesting of all unvested
stock options and/or other stock awards, as necessary, if certain
payments to the Executive are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as
amended.
NOW, THEREFORE,
in consideration of the promises,
mutual covenants, the above recitals, and the agreements herein set
forth, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree as follows:
1.
The last sentence of each of
Section 12(a), Section 12(b), Section 12(c) and
Section 12(d) of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
1
