SPECTRUM PHARMACEUTICALS,
INC.
TERM SHEET FOR 2009 INCENTIVE AWARD PLAN
RESTRICTED STOCK AWARD
FOR GOOD AND
VALUABLE CONSIDERATION, Spectrum Pharmaceuticals, Inc. (the
“Company”), hereby awards to the Purchaser named below
(the “Award”) the number of shares of its common stock
(the “Common Stock”), that are covered by this Award,
as specified below upon the terms and subject to the conditions set
forth in this Term Sheet, the Spectrum Pharmaceuticals, Inc. 2009
Incentive Award Plan (the “Plan”) and the Standard
Terms and Conditions (the “Standard Terms and
Conditions”) promulgated under such Plan, each as amended
from time to time (the Term Sheet and the Standard Terms and
Conditions, as in effect at the time of the execution of the Term
Sheet, together constituting the “Award Agreement”
between the Purchaser and the Company). This Award is granted
pursuant to the Plan and is subject to and qualified in its
entirety by the Standard Terms and Conditions.
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares of Restricted Stock:
|
|
|
|
|
|
|
By accepting
this Term Sheet, Participant acknowledges that he or she has
received and read, and agrees that this Award shall be subject to,
the terms of this Term Sheet, the Plan and the Standard Terms and
Conditions.
Purchaser
acknowledges that Purchaser has been advised to consult his or her
personal tax advisor as to the specific tax consequences of this
Award and whether an election of Section 83(b) of the Internal
Revenue Code, as amended, with respect to this Award will be in
Purchaser’s best interests in light of Purchaser’s
personal tax situation.
IN WITNESS
WHEREOF , the Company has
caused this Restricted Stock Award to be executed by its duly
authorized officer.
|
|
|
|
|
|
|
SPECTRUM
PHARMACEUTIALS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
Title
|
[Participant/Spouse Signature
page follows on the reverse side of this Term Sheet]
The undersigned
hereby accepts the foregoing Restricted Stock Award and agrees to
the terms and conditions thereof. The undersigned hereby
acknowledges that a copy of the Standard Terms and Conditions and
the Plan are available on the Company’s intranet.
By his or her
signature below, the spouse of the Participant, if Participant is
legally married as of the date of his or her execution of this Term
Sheet, acknowledges that he or she has read this Term Sheet, the
Standard Terms and Conditions and the Plan and is familiar with the
terms and provisions thereof, and agrees to be bound by all the
terms and conditions of this Term Sheet, the Standard Terms and
Conditions and the Plan.
By his or her
signature below, the Participant represents that he or she is not
legally married as of the date of execution of this Term
Sheet.
EXHIBIT A
TO
SPECTRUM PHARMACEUTICALS, INC.
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK AWARDS
These Standard
Terms and Conditions apply to any shares of Common Stock awarded
under the Spectrum Pharmaceuticals, Inc. 2009 Incentive Award Plan
(the “Plan”) to employees, members of the
Company’s Board of Directors and other Service Providers,
which are identified as shares of “Restricted Stock”
and are evidenced by a Term Sheet or an action of the Administrator
that specifically refers to these Standard Terms and Conditions.
Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.
|
1.
|
|
TERMS OF RESTRICTED STOCK
AWARD
|
|
|
|
|
|
|
|
In consideration for past services
provided to Spectrum Pharmaceuticals, Inc. (the
“Company”), the Company has granted (the
“Award”) to the Purchaser named in the Term Sheet
provided to said Purchaser herewith (the “Term Sheet”)
the number of shares of its common stock (the “Restricted
Stock”) that are covered by this Award, set forth in the Term
Sheet, upon the other terms and subject to the conditions set forth
in the Term Sheet, these Standard Terms and Conditions (as amended
from time to time), and the Plan (the Term Sheet and the Standard
Terms and Conditions, as in effect at the time of the execution of
the Term Sheet, together constituting the “Award
Agreement” between the Purchaser and the Company). For
purposes of the Award Agreement, any reference to the Company shall
include a reference to any Subsidiary.
|
|
|
|
|
|
2.
|
|
VESTING OF RESTRICTED
STOCK
|
|
|
A.
|
|
Subject to Section 2.B below,
the shares of Restricted Stock shall become vested as specified in
the box labeled “Vesting Schedule” on the Term Sheet.
Each date upon which shares of Restricted Stock vest pursuant to
the Vesting Schedule may constitute a taxable event (see
Section 7, below).
|
|
|
|
|
|
|
|
B.
|
|
In the event that the
Purchaser’s Continuous Service is terminated for any reason,
any part of the Award that is unvested as of such termination date
shall remain unvested (the “Unvested Shares”) and shall
be subject to forfeiture as set forth in Section 3
below.
|
|
3.
|
|
RECONVEYANCE UPON TERMINATION OF
SERVICE
|
|
|
|
|
|
|
|
In the event that the
Purchaser’s Continuous Service terminates for any reason, all
of the Unvested Shares shall be immediately forfeited without any
further action by the Company or the Purchaser. Upon the occurrence
of such a forfeiture, the Company shall become the legal and
beneficial owner of the Unvested Shares being forfeited and all
rights and interests therein or relating thereto, and the Company
shall have the right to retain and transfer to its own name the
number of Shares being forfeited by Purchaser. In the event any of
the Unvested Shares are forfeited under this Section 3, all
shares of stock, capital stock or other securities or property
received by or distributed to the Purchaser with respect to the
Unvested Shares being forfeited shall also be forfeited.
|
|
|
|
|
|
4.
|
|
RIGHTS AS A
STOCKHOLDER
|
|
|
|
|
|
|
|
Except as otherwise provided
herein, upon and execution of the Term Sheet by the Purchaser, the
Purchaser shall have all the rights of a stockholder with respect
to said shares of Restricted Stock, subject to the restrictions
herein, including the right to vote the shares of Restricted Stock
and to
|
|
|
|
receive all dividends or other distributions
paid or made with respect to the shares of Restricted Stock;
provided, however , that any and all cash dividends paid on
such shares of Restricted Stock and any and all shares of stock,
capital stock or other securities or property received by or
distributed to the Purchaser with respect to the shares of
Restricted Stock as a result of any stock dividend, stock split,
reverse stock split, recapitalization, combination, merger, sale,
reclassification, or similar change in the capital structure of the
Company shall also be subject to forfeiture in accordance with
Section 3 and the restrictions on transfer in Section 8
until shares are no longer Unvested Shares.
|
|
|
|
Certificates or equivalent
electronic form evidencing shares of Restricted Stock shall remain
in the p
|
|
