SPECTRUM PHARMACEUTICALS,
INC.
TERM SHEET FOR 2009 INCENTIVE AWARD PLAN
STOCK OPTION AWARD
FOR GOOD AND
VALUABLE CONSIDERATION, Spectrum Pharmaceuticals, Inc. (the
“Company”), hereby grants to Participant named below a
stock option (the “Option”) to purchase any part or all
of the number of shares of its common stock (the “Common
Stock”), that are covered by this Option, as specified below,
at the Exercise Price per share specified below and 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. This Option is granted
pursuant to the Plan and is subject to and qualified in its
entirety by the Standard Terms and Conditions.
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Number of Shares of Common Stock covered by
Option:
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Exercise Price Per Share:
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$
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This Option is
intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), but the Company does not represent or
warrant that the Option qualifies as such. If this Option fails in
whole or in part to qualify as an incentive stock option, then this
Option shall to that extent constitute a non-qualified stock
option. By accepting this Term Sheet, Participant acknowledges that
he or she has received and read, and agrees that this Option shall
be subject to, and Participant shall comply with, the terms of this
Term Sheet, the Plan and the Standard Terms and
Conditions.
IN WITNESS
WHEREOF , the Company has
caused this Option to be executed by its duly authorized
officer.
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SPECTRUM
PHARMACEUTIALS, INC.
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Name
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Title
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[Participant/Spouse Signature
page follows on the reverse side of this Term Sheet]
The undersigned
hereby accepts the foregoing Option 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.
SPECTRUM PHARMACEUTICALS,
INC.
STANDARD TERMS AND CONDITIONS FOR
STOCK OPTIONS
These Standard
Terms and Conditions apply to any Options granted under the
Spectrum Pharmaceuticals, Inc. 2009 Incentive Award Plan (the
“Plan”), which may be classified as either nonqualified
stock options or incentive stock options 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.
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1.
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TERMS OF OPTION
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SPECTRUM PHARMACEUTICALS, INC. (the
“Company”), has granted to the Participant named in the
Term Sheet provided to said Participant herewith (the “Term
Sheet”) a stock option (the “Option”) to purchase
up to the number of shares of the Company’s common stock (the
“Common Stock”), set forth in the Term Sheet, at the
purchase price per share and 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. For
purposes of these Standard Terms and Conditions and the Term Sheet,
any reference to the Company shall include a reference to any
Subsidiary.
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2.
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EXERCISE OF OPTION
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The Option shall continue to vest,
in accordance with the Vesting Schedule set forth on the Term
Sheet, so long as Participant remains in Continuous Service with
the Company. Participant may exercise any vested portion of the
Option at any time prior to the Expiration Date of the
Option.
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To exercise the Option (or any part
thereof), Participant shall provide notice to the Company
specifying the number of whole shares of Common Stock Participant
wishes to purchase and how Participant’s shares of Common
Stock should be registered (in Participant’s name only or in
Participant’s and Participant’s spouse’s names as
community property or as joint tenants with right of
survivorship).
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The exercise price (the
“Exercise Price”) of the Option is set forth in the
Term Sheet. The Company shall not be obligated to issue any shares
of Common Stock until Participant shall have paid the total
Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid as permitted in the Plan.
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Fractional shares will not be
issued. Shares of Common Stock will be issued as soon as practical
after exercise. Notwithstanding the above, the Company shall not be
obligated to deliver any shares of Common Stock during any period
when the Company determines that the exercisability of the Option
or the delivery of shares hereunder would violate any federal,
state or other applicable laws.
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3.
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EXPIRATION OF OPTION
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The Option shall expire and cease
to be exercisable ten (10) years after the Grant Date of the Option
(the Expiration Date), except as provided in this
Section 3.
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A.
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In the event that the
Participant’s Continuous Service is terminated as a result of
the death of the Participant or Participant dies during the three
month period set forth in Section 3.C below, (i) any part
of the Option that is unexercisable as of such termination date
shall remain unexercisable and shall terminate as of such date, and
(ii) any part of the Option that is exercisable as of such
termination date shall expire upon the earlier of one year
following the date of termination of the Participant’s
Continuous Service or the Expiration Date of the Option.
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B.
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In the event that the
Participant’s Continuous Service is terminated as a result of
the Disability of the Participant, (i) any part of the Option
that is unexercisable as of such termination date shall remain
unexercisable and shall terminate as of such date, and
(ii) any part of the Option that is exercisable as of such
termination date shall expire upon the earlier of one year
following the date of termination of the Participant’s
Continuous Service or the Expiration Date of the Option.
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C.
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In the event that the
Participant’s Continuous Service with the Company is
terminated for any reason other than the death or Disability of the
Participant, (i) any part of the Option that is unexercisable as of
such termination date shall remain unexercisable and shall
terminate as of such date, and (ii) any part of the Option
that is exercisable as of such termination date shall expire upon
the earlier of three months following such termination date or the
Expiration Date of the Option.
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4.
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RESTRICTIONS ON RESALES OF OPTION
SHARES
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The Company may impose such
restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the
Participant or other subsequent transfers by the Participant of any
shares of Common Stock issued as a result of the exercise of the
Option, including without limitation (a) restrictions under an
insider trading policy, (b) restrictions designed to delay
and/or coordinate the timing and manner of sales by Participant and
other optionholders, (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers or
(d) restrictions under federal or state securities
laws.
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