SPECTRUM PHARMACEUTICALS,
INC.
TERM SHEET FOR 2009 INCENTIVE AWARD PLAN
NONQUALIFIED STOCK OPTION AWARD
AWARDED TO NON-EMPLOYEE DIRECTORS
FOR GOOD AND
VALUABLE CONSIDERATION, Spectrum Pharmaceuticals, Inc. (the
“Company”), hereby grants to the Participant named
below a nonqualified 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of Common Stock covered by
Option:
|
|
|
|
|
Exercise Price Per Share:
|
|
$
|
|
|
|
|
|
|
|
|
This Option is
not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
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.
|
|
|
|
|
|
|
|
|
SPECTRUM
PHARMACEUTIALS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
|
|
|
Title
|
|
|
[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
NONQUALIFIED STOCK OPTION AWARD
GRANTED TO NON-EMPLOYEE DIRECTORS
These Standard
Terms and Conditions apply to any Options granted under the
Spectrum Pharmaceuticals, Inc. 2009 Incentive Award Plan (the
“Plan”) to non-employee members of the Company’s
Board of Directors, which are identified as nonqualified 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.
|
1.
|
|
TERMS OF OPTION
|
|
|
|
|
|
|
|
SPECTRUM PHARMACEUTICALS, INC. (the
“Company”), has granted to the Participant named in the
Term Sheet provided to said Participant herewith (the “Term
Sheet”) a nonqualified 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.
|
|
|
|
|
|
2.
|
|
NON-QUALIFIED STOCK
OPTION
|
|
|
|
|
|
|
|
The Option is not intended to be an
incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”) and will
be interpreted accordingly.
|
|
|
|
|
|
3.
|
|
EXERCISE OF OPTION
|
|
|
|
|
|
|
|
The Option shall continue to vest,
in accordance with the Vesting Schedule set forth on the Term
Sheet, so long as Participant remains a member of the Board.
Participant may exercise any vested portion of the Option at any
time prior to the Expiration Date of the Option.
|
|
|
|
|
|
|
|
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).
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
4.
|
|
EXPIRATION OF OPTION
|
|
|
|
|
|
|
|
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 4.
|
|
|
A.
|
|
This Option shall expire and cease
to be exercisable upon the earlier of the Expiration Date of the
Option or the expiration of five (5) years from the date of
termination of
|
|
