Item
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Amendment of Corporate Bonus Plan
On December 11, 2007,
upon the recommendation of the Compensation Committee of the Board of Directors
(the “Compensation Committee”) of Allos Therapeutics, Inc. (the “Company”),
the Board of Directors of the Company (the “Board”) approved an amended and
restated Corporate Bonus Plan (the “Amended Plan”) for the purpose of bringing
the Amended Plan into compliance with Section 409A of the Internal Revenue
Code of 1986 (the “Code”) and related regulations and other guidance of the
Internal Revenue Service (collectively “Section 409A”). Other than for Section 409A compliance
reasons, the Amended Plan does not change the material terms and conditions of
the original Corporate Bonus Plan approved by the Board on April 25, 2007,
which are set forth in the
Company’s Form 8-K filing dated May 1, 2007. The
Amended Plan will be filed as an exhibit to the Company’s Form 10-K for
the fiscal year ending December 31, 2007.
Amendment
of Employment Agreements
On December 13, 2007, the Company entered into
amended and restated employment agreements with Paul L. Berns, the Company’s
President and Chief Executive Officer, James V. Caruso, the Company’s Executive
Vice President, Chief Commercial Officer, Pablo J. Cagnoni, the Company’s
Senior Vice President, Chief Medical Officer and Marc H. Graboyes, the Company’s
Vice President, General Counsel and Secretary in order to (i) bring the
employment agreements into compliance with Section 409A, (ii) with
respect to Mr. Berns, clarify his change-in-control termination benefits
regarding the acceleration of vesting of stock options and restricted stock
upon a change-in-control termination, and (iii) with respect to the
executive officers other than Mr. Berns, implement certain changes to
their change-in-control termination benefits in accordance with the
recommendations of the Compensation Committee’s independent compensation
consultant.
Paul L. Berns.
The Second Amended and Restated
Employment Agreement with Mr. Berns dated December 13, 2007 (the “Second
Amended Berns Agreement”) amends and restates the Amended and Restated
Employment Agreement with Mr. Berns dated December 12, 2006 to bring
the following provisions into compliance with Section 409A: (i) the definition of “Good Reason” as
it applies to the Termination of Employment provisions, (ii) the payout
provisions for the Gross-Up Payment (as defined in the Second Amended Berns
Agreement), and (iii) the 409A savings clause. In addition, the Second Amended Berns
Agreement clarifies Mr. Berns’ change-in-control termination provisions to
extend acceleration of vesting to all then-outstanding stock options and
restricted stock upon Mr. Berns’ termination without Cause (as defined in
the Second Amended Berns Agreement) or resignation for Good Reason (as defined
in the Second Amended Berns Agreement) within one month prior to or two years
following a Change in Control (as defined in the Second Amended Berns
Agreement). Other than as described
above and for Section 409A compliance reasons, the Second Amended Berns
Agreement does not change the material terms and conditions of Mr. Berns’
current employment arrangements, which are set forth in the Company’s 2007
proxy statement under the heading “Employment, Severance and Change of Control
Agreements.” The Second Amended Berns
Agreement will be filed as an exhibit
to the Company’s Form 10-K for the fiscal year ending December 31,
2007.
James V. Caruso.
The Amended and Restated
Employment Agreement with Mr. Caruso dated December 13, 2007 (the “Amended
Caruso Agreement”) amends and restates the Employment Agreement with Mr. Caruso
dated June 5, 2006 to bring the following provisions into compliance with Section 409A: (i) the definition of “Good Reason” as
it applies to the Termination provisions, and (ii) the 409A savings
clause. In addition, Mr. Caruso’s
change in control termination benefits were amended to provide for the
following severance benefits in the event of a Change in Control Termination
(as defined in the Amended Caruso Agreement): (i) a lump sum severance
payment in an amount equal to (a) 1.5 times Mr. Caruso’s annual base
salary then in effect, plus (b) 1.5 times the greater of Mr. Caruso’s
annualized target bonus award for the year in which his employment terminates
or the annual bonus amount paid to Mr. Caruso in the immediately preceding
year, (ii) payment of Mr. Caruso’s target bonus award for the year in
which his employment terminates, pro rated through the date of termination, (iii) payment
of the costs of outplacement assistance services for a period of nine months
post-termination, up to a maximum of $11,250, and (iv) payment of legal
costs in the event Mr. Caruso initiates and prevails in litigation
regarding the validity or enforceability of his change in control severance
benefits. The Amended Caruso
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Agreement also provides
that, in certain circumstances, Mr. Caruso will be entitled to a gross up
payment for payments that result in an excise tax imposed by Section 4999
of the Code. Other than as described
above and for Section 409A compliance reasons, the Amended Caruso
Agreement does not change the material terms and conditions of Mr. Caruso’s
current employment arrangements, which are set forth in the Company’s 2007
proxy statement under the heading “Employment, Severance and Change of Control
Agreements.” The Amended Caruso
Agreement will be filed as an exhibit
to the Company’s Form 10-K for the fiscal year ending December 31,
2007.
Pablo J. Cagnoni, M.D.
The Amended and Restated Employment Agreement with Dr. Cagnoni
dated December 13, 2007 (the “Amended Cagnoni Agreement”) amends and
restates the Employment Agreement with Dr. Cagnoni dated March 19,
2007 to bring the following provisions into compliance with Section 409A: (i) the definition of “Good Reason” as
it applies to the Termination provisions, and (ii) the 409A savings
clause. In addition, Dr. Cagnoni’s
change in control termination benefits were amended to provide for the
following severance benefits in the event of a Change in Control Termination
(as defined in the Amended Cagnoni Agreement): (i) a lump sum severance
payment in an amount equal to (a) 1.5 times Dr. Cagnoni’s annual base
salary then in effect, plus (b) 1.5 times the greater of Dr. Cagnoni’s
annualized target bonus award for the year in which his employment terminates
or the annual bonus amount paid to Dr. Cagnoni in the immediately
preceding year, (ii) payment of Dr. Cagnoni’s target bonus award for
the year in which his employment terminates, pro rated through the date of
termination, (iii) payment of the costs of outplacement assistance
services for a period of nine months post-termination, up to a maximum of
$11,250, and (iv) payment of legal costs in the event Dr. Cagnoni
initiates and prevails in litigation regarding the validity or enforceability
of his change in control severance benefits.
The Amended Cagnoni Agreement also provides that, in certain
circumstances, Dr. Cagnoni will be entitled to a gross up payment for
payments that result in an excise tax imposed by Section 4999 of the
Code. Other than as described above and
for Section 409A compliance reasons, the Amended Cagnoni Agreement does
not change the material terms and conditions of Dr. Cagnoni’s current
employment arrangements, which are set forth in the Company’s Form 8-K
filing dated March 21, 2007. The
Amended Cagnoni Agreement will be filed
as an exhibit to the Company’s Form 10-K for the fiscal year ending December 31,
2007.
Marc H. Graboyes.
The Amended and Restated Employment
Agreement with Mr. Graboyes dated December 13, 2007 (the “Amended
Graboyes Agreement”) amends and restates the Employment Agreement with Mr. Graboyes
dated October 11, 2004 to bring the following provisions into compliance
with Section 409A: (i) the definition
of “Good Reason” as it applies to the Termination provisions, and (ii) the
409A savings clause. In addition, Mr. Graboyes’
change in control termination benefits were amended to provide for the
following severance benefits in the event of a Change in Control Termination
(as defined in the Amended Graboyes Agreement): (i) a lump sum severance
payment in an amount equal to (a) Mr. Graboyes’ annual base salary
then in effect, plus (b) the greater of Mr. Graboyes’ annualized
target bonus award for the year in which his employment terminates or the
annual bonus amount paid to Mr. Graboyes in the immediately preceding
year, (ii) payment of Mr. Graboyes’ target bonus award for the year
in which his employment terminates, pro rated through the date of termination, (iii) payment
of the costs of outplacement assistance services for a period of six months
post-termination, up to a maximum of $7,500, and (iv) payment of legal
costs in the event Mr. Graboyes initiates and prevails in litigation
regarding the validity or enforceability of his change in control severance
benefits. The Amended Graboyes Agreement
also provides that if Mr. Graboyes’ change in control severance payments
(the “Payments”) result in an excise tax imposed by Section 4999 of the
Code, then such Payments will be adjusted, if necessary, to equal the greater
of (x) Mr. Graboyes’ Safe Harbor Amount (as defined in the Amended
Graboyes Agreement) or (y) the Payments, whichever results in Mr. Graboyes’
receipt, after-tax, of the greatest amount of the Payments. Other than as described above and for Section 409A
compliance reasons, the Amended Graboyes Agreement does not change the material
terms and conditions of Mr. Graboyes’ current employment arrangements,
which are set forth in the Company’s 2007 proxy statement under the heading “Employment,
Severance and Change of Control Agreements.”
The Amended Graboyes Agreement will
be filed as an exhibit to Company’s Form 10-K for the fiscal year ending December 31,
2007.
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