- Current report filing (8-K)
September 17 2010 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 17,
2010 (September 16, 2010)
ALLOS THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29815
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54-1655029
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado
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80020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
telephone number, including area code:
(303)
426-6262
Not applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Bennett Employment Agreement
Bruce
K. Bennett, Jr., Vice President, Pharmaceutical Operations, of Allos
Therapeutics, Inc. (the
Company
), and the
Company entered into an employment agreement dated September 16, 2010 (the
Employment Agreement
). The
following description of the Employment Agreement is qualified in its entirety
by reference to the Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Pursuant
to the Employment Agreement, Mr. Bennett earns an annual base salary,
which may be increased annually at the discretion of the Companys Board of
Directors. Currently, Mr. Bennett earns
an annual base salary of $275,000. For
2010, Mr. Bennett is also eligible for an annual discretionary bonus,
based 60% on the achievement of the Companys corporate objectives and 40% on
the achievement of individual objectives, with a target bonus equal to 30% of
his annual base salary.
The
Employment Agreement provides that Mr. Bennetts employment is at-will and may be terminated by Mr. Bennett
or the Company at any time. However, if the Company terminates Mr. Bennetts employment without just cause (as
defined in the Employment Agreement) or if he resigns for good reason (as
defined in the Employment Agreement), other than pursuant to a change in
control (as defined in the Employment Agreement), provided that Mr. Bennett
executes a general release in favor of the Company, Mr. Bennett will be
entitled to (a) his base salary for six months following the date of termination,
(b) payment of any accrued but unused vacation and sick leave, and (c) payment
of premiums for his group health insurance COBRA continuation coverage for up
to six months after the date of termination.
The
Employment Agreement also provides that if the Company (or any surviving or
acquiring corporation) terminates Mr. Bennetts employment without just
cause or if he resigns for good reason within one month prior to or twelve
months following the effective date of a change in control (a
Change in Control Termination
), and upon
the execution of a release by Mr. Bennett in favor of the Company (or any
surviving or acquiring corporation), Mr. Bennett will be entitled to: (i) a
lump-sum cash payment in an amount equal to (A) his annual base salary
then in effect, plus (B) the greater of (1) his annualized target
bonus award for the year in which his employment terminates or (2) the
annual bonus amount paid to him in the immediately preceding year;
(ii) payment of any accrued but unused vacation and sick leave; (iii) payment
of his target bonus award for the year in which his employment terminates,
prorated through the date of the Change in Control Termination;
(iv) payment of premiums for his group health insurance COBRA continuation
coverage for up to twelve months following a Change in Control Termination; and
(v) payment for outplacement assistance services from an outplacement
agency selected by him for six months following a Change in Control
Termination, up to maximum of $7,500 in aggregate.
In
addition, in the event of a Change in
Control Termination, if any surviving corporation or acquiring
corporation assumes Mr. Bennetts stock options and/or equity awards, as
applicable, or substitutes similar stock options or equity awards for his stock
options and/or equity awards, as applicable, in accordance with the terms of
the Companys equity incentive plans, then (i) the vesting of all of his
stock options and/or equity awards (or any substitute stock options or equity
awards), as applicable, shall be accelerated in full and (ii) the term and
the period during which his stock options may be exercised shall be extended to
twelve months after the date of his termination of employment.
Item 9.01.
Financial
Statements and Exhibits.
Exhibit No.
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Description
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10.1
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Employment
Agreement, effective September 16, 2010, between Allos
Therapeutics, Inc. and Bruce K. Bennett, Jr.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
September 17, 2010
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/
Marc H. Graboyes
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Marc
H. Graboyes
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Its:
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Senior
Vice President, General Counsel
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Employment
Agreement, effective September 16, 2010, between Allos
Therapeutics, Inc. and Bruce K. Bennett, Jr.
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4
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