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8-K - 8-K - ALLOS THERAPEUTICS INCa10-19824_18k.htm
EX-10.2 - EX-10.2 - ALLOS THERAPEUTICS INCa10-19824_1ex10d2.htm
EX-10.1 - EX-10.1 - ALLOS THERAPEUTICS INCa10-19824_1ex10d1.htm

Exhibit 10.3

 

RELEASE AGREEMENT

 

I, James V. Caruso, intending to be legally bound, acknowledge and agree as follows:

 

My employment as Executive Vice President, Chief Commercial Officer of Allos Therapeutics, Inc., a Delaware corporation (the “Company”), was terminated effective August 24, 2010 (the “Separation Date”).

 

The Company has agreed that if I sign this Release Agreement (this “Release”), following the Effective Date (as defined below) the Company will (i) pay me certain severance benefits pursuant to Section 12(d) of that certain Amended and Restated Employment Agreement, effective December 13, 2007, between myself and the Company, as amended by that certain First Amendment to Amended and Restated Employment Agreement, dated as of May 20, 2009 (collectively, the “Employment Agreement”), and (ii) extend the term during which I may exercise those portions of my outstanding stock options that were vested as of the Separation Date (as set forth on Exhibit A attached hereto) until August 24, 2011. For purposes of this Release, the benefits described in clauses (i) and (ii) of the immediately preceding sentence shall be collectively referred to herein as the “Separation Benefits.”

 

I understand that I am not entitled to the Separation Benefits unless I sign this Release and it becomes fully effective.  I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law.

 

In consideration for the Separation Benefits, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release.  This general release includes, but is not limited to:  all federal and state statutory and common law claims, claims related to my employment or the termination of my employment or related to breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of equity or compensation.  Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company.

 

If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”).  I also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled.  I have been advised by this writing, as required by the ADEA that:  (a) my waiver and release do not apply to any claims that may arise after my signing of this Release; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the Company (“Effective Date”).

 



 

 

Acknowledged and Agreed:

 

 

 

 

 

JAMES V. CARUSO

 

 

 

 

 

/s/ James V. Caruso

 

 

 

 

 

Date:

10-21-10

 

 

 

 

 

Accepted:

 

 

 

 

 

ALLOS THERAPEUTICS INC.

 

 

 

By:

/s/ Marc H. Graboyes

 

 

 

 

Name:

Marc H. Graboyes

 

 

 

 

Title:

SVP, General Counsel

 

 

 

 

Date:

10/22/10

 

SIGNATURE PAGE TO RELEASE AGREEMENT

 



 

EXHIBIT A

 

SCHEDULE OF STOCK OPTIONS

 

Plan

 

Grant Date

 

Grant Type

 

Exercise
Price

 

Total Shares
Granted

 

Exercised /
Cancelled

 

Vested and
Exercisable
(as of 8/24/10)

 

2006 Plan

 

06/05/2006

 

NQ

 

$

3.13

 

350,000

 

290,000

 

60,000

 

2000 Plan

 

02/16/2007

 

NQ

 

$

7.47

 

150,000

 

18,752

 

131,248

 

2000 Plan

 

02/25/2008

 

NQ

 

$

6.12

 

150,000

 

59,376

 

90,624

 

2008 Plan

 

02/23/2009

 

ISO

 

$

6.40

 

52,854

 

37,229

 

15,625

 

2008 Plan

 

02/23/2009

 

NQ

 

$

6.40

 

90,598

 

52,429

 

38,169

 

2008 Plan

 

02/22/2010

 

ISO

 

$

7.56

 

12,429

 

12,429

 

0

 

2008 Plan

 

02/22/2010

 

NQ

 

$

7.56

 

89,871

 

89,871

 

0