spectrum-formofrsuawarda






    US-DOCS\136537642.1  SPECTRUM PHARMACEUTICALS, INC.  TERM SHEET FOR 2022 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN  RESTRICTED STOCK UNIT AWARD  Spectrum Pharmaceuticals, Inc. (the “Company”) hereby grants to the Participant named below Restricted Stock Units  (the “RSUs”) covering the number of Shares specified below (the “Award”), under the Spectrum Pharmaceuticals,  Inc. 2022 Employment Inducement Incentive Award Plan (the “Plan”).  This Award is governed by the terms and  subject to the conditions set forth in this Term Sheet, the Plan and the Plan’s Standard Terms and Conditions (the  “Standard Terms and Conditions”), 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 Participant and the Company).  This Award is granted pursuant to the Plan and is subject to and qualified  in its entirety by the Award Agreement.  If the Award Agreement conflicts with the Plan, the Plan will control.   Capitalized terms not explicitly defined herein are defined in the Plan.  Name of Participant:   Grant Date:    Number of RSUs:   Vesting Commencement Date: ☐ Same as Grant Date  ☐ Date: ______________________    Vesting/Issuance Schedule: One Share will be issued for each vested RSU. The  RSUs shall vest as follows:    [Insert vesting schedule]    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 the Award Agreement and the Plan.  IN WITNESS WHEREOF, the Company has caused this Restricted Stock Unit Award to be executed by its duly  authorized officer.                SPECTRUM PHARMACEUTICALS,  INC.                    Thomas J. Riga       CEO & President            [Participant Signature page follows on the reverse side of this Term Sheet]     





 






    US-DOCS\136537642.1  PARTICIPANT’S ACCEPTANCE  The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the terms and conditions of  the Award Agreement and the Plan.  The undersigned hereby acknowledges receipt of the attached Standard Terms  and Conditions and that a copy of the Plan is available on the Company’s intranet.  PARTICIPANT    ______________________________________  Signature     





 






    US-DOCS\136537642.1  SPECTRUM PHARMACEUTICALS, INC.   STANDARD TERMS AND CONDITIONS FOR  RESTRICTED STOCK UNIT AWARDS  These Standard Terms and Conditions apply to any Restricted Stock Units (“RSUs”) granted under the Spectrum  Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (the “Plan”) that are evidenced by a Term  Sheet or an action of the Committee that specifically refers to these Standard Terms and Conditions (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 Participant and the Company) (the “Award”).  Capitalized terms not  otherwise defined herein shall have the meaning set forth in the Plan.  1. TERMS OF RSUs  In consideration of Participant’s agreement to commence employment with and remain in the employ of the  Company or any Affiliate, the Company has granted to the Participant named in the Term Sheet provided to  Participant herewith the number of RSUs set forth in the Term Sheet. The Award represents the right to be  issued, on a future date, the number of Shares that is equal to the number of RSUs indicated in the Term  Sheet, subject to Participant’s satisfaction of the vesting conditions set forth therein.   The Restricted Stock Units are intended to constitute an “employment inducement” award NASDAQ Listing  Rule 5635(c)(4), and consequently are intended to be exempt from the NASDAQ rules regarding shareholder  approval of stock option and stock purchase plans or other equity compensation arrangements. This Award  Agreement and the terms and conditions of the Restricted Stock Units shall be interpreted in accordance and  consistent with such exemption.  2. VESTING OF RSUs   The RSUs shall vest, in accordance with the Vesting Schedule set forth in the Term Sheet, so long as  Participant remains in Continuous Service with the Company.  Unless otherwise determined by the  Committee or set forth in a written agreement between Participant and the Company, in the event that  Participant’s Continuous Service terminates for any reason, any portion of the RSUs that are unvested as of  such termination date shall remain unvested and shall be immediately forfeited without any further action by  the Company or the Participant.     On or as soon as administratively practicable (and within thirty (30) days) following the date on which a  portion of the RSUs covered by the Award Agreement vests (each, a “Vesting Date”), the Company will  deliver to the Participant a number of Shares (either by delivering one or more certificates for such Shares or  by entering such Shares in book entry form, as determined by the Company in its discretion) equal to the  number of RSUs subject to the Award Agreement that vest on the applicable Vesting Date, subject to the  satisfaction of any applicable tax withholding obligations; provided, however, that if, at the time of proposed  settlement, the Participant is restricted from transacting in Shares due to Company policy, settlement shall  be delayed until the Participant is no longer restricted from transacting in Shares or, if earlier, March 15 of  the year following the year in which the Vesting Date occurred. No fractional RSUs or rights for fractional  Shares shall be created pursuant to the Award Agreement.  2. NO RIGHTS AS A STOCKHOLDER  Until Shares are issued to Participant, Participant shall have no rights as a stockholder, including, but not  limited to, the right to vote the Shares underlying the RSUs and the right to receive dividends or other  distributions paid or made with respect to Shares.  Participant shall receive no benefit or adjustment to the  Award with respect to any cash dividend, stock dividend or other distribution unless the Committee makes  an adjustment to the Award as provided in the Plan; provided, however, that this sentence shall not apply  with respect to any Shares that are delivered to the Participant pursuant to the Award after such Shares have  been delivered.  





 






    US-DOCS\136537642.1  3. RESTRICTIONS ON RESALES OF AWARD SHARES  The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the  timing and manner of any resales by Participant or other subsequent transfers by Participant of any Shares  issued as a result of the vesting of RSUs awarded pursuant to the Award Agreement, 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 the Participant and other stockholders, (c) restrictions as to the use of a  specified brokerage firm for such resales or other transfers or (d) restrictions under Applicable Law.  4. INCOME TAXES  Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a  result of the acquisition of the Shares underlying the Award.  Participant shall make arrangements satisfactory  to the Company for the satisfaction of any withholding tax obligations that arise by reason of the vesting of  RSUs or disposition of any Shares issued as a result of the vesting of RSUs.  The Company shall not be  required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied,  and if such obligations are not satisfied by the earlier of (a) the date required by the Board or (b) March 15  of the year following the year in which vesting of such underlying Shares occurred, all such rights with  respect to such RSUs and underlying Shares shall be forfeited without compensation.     Participant may elect to satisfy any tax withholding obligation (a) in cash, (b) with the consent of the  Committee, by requesting that the Company withhold a net number of vested Shares otherwise issuable  pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy  the tax withholding obligation of the Company based on the minimum applicable statutory withholding rates  for federal, state, local and foreign income tax and payroll tax purposes, or (c) through the delivery of a notice  that Participant has placed a market sell order with a broker acceptable to the Company with respect to the  Shares issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient  portion of the net proceeds of the sale to the Company in satisfaction of the tax withholding obligation;  provided that payment of such proceeds is then made to the Company at such time as may be required by the  Committee, but in any event not later than the settlement of such sale.  Unless Participant elects to satisfy the tax withholding obligation by one of the means described in clauses  (a) or (c) above, or any other method permitted by the Plan, the Company has the right and option, but not  the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any  withholding tax arising in connection with the RSUs as Participant’s election to satisfy all or any portion of  the withholding tax by requesting the Company retain Shares otherwise issuable under the Award based on  the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and  payroll tax purposes.  5. TRANSFERABILITY OF RSUs  Except as required by Applicable Law, the RSUs shall not be assignable, alienable, saleable, or transferable  by Participant except by will or by the laws of descent and distribution provided, however, that Participant  may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the  rights of Participant with respect to the RSUs on the death of Participant.  The RSUs may not be pledged,  alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or  encumbrance thereof shall be void and unenforceable against the Company.  Notwithstanding the foregoing, Participant may transfer some or all of the RSUs to one or more “family  members,” which is not a “prohibited transfer for value,” provided that (a) the Participant (or such  Participant’s estate or representative) shall remain obligated to satisfy all income or other tax withholding  obligations associated with the RSUs; (b) the Participant shall notify the Company in writing that such  transfer has occurred and disclose to the Company the name and address of the “family member” or “family  members” and their relationship to Participant, and (c) such transfer shall be effected pursuant to transfer  documents in a form approved by the Committee.  For purposes of the foregoing, the terms “family members”  





 






    US-DOCS\136537642.1  and “prohibited transfer for value” have the meaning ascribed to them in the General Instructions to form S- 8 (or any successor form) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).     6. REPRESENTATIONS AND WARRANTIES  Participant acknowledges that Applicable Law may require the placement of certain restrictive legends upon  the Shares issued upon vesting of RSUs, and Participant hereby consents to the placing of any such legends  upon certificates evidencing the Shares as the Company may deem necessary or advisable.  Participant acknowledges that he or she shall be solely responsible for the satisfaction of any taxes or interest  or other consequence that may arise pursuant to the RSUs (including taxes arising under Section 409A (as  defined below)), and neither the Company nor the Committee nor anyone other than Participant, or his or her  estate or beneficiaries, shall have any obligation whatsoever to pay such taxes or interest or to otherwise  indemnify or hold Participant harmless from any or all of such taxes. Notwithstanding any other provision of  the Plan or this Award Agreement, if the Participant is subject to Section 16 of the Securities Exchange Act  of 1934, as amended (the “Exchange Act”), then the Plan, the Award and this Award Agreement shall be  subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the  Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the  application of such exemptive rule. To the extent permitted by Applicable Law, this Award Agreement shall  be deemed amended to the extent necessary to conform to such applicable exemptive rule.  7. THE PLAN AND OTHER AGREEMENTS  In addition to the Award Agreement, the Award shall be subject to the terms of the Plan, which are  incorporated into the Award Agreement by this reference.  A copy of the Plan, and the accompanying  prospectus is available at the Company’s intranet site.  The Award Agreement and the Plan constitute the entire understanding between Participant and the Company  regarding the Award.  Any prior agreements, commitments or negotiations concerning the Award are  superseded.  8. NO EMPLOYMENT RIGHT  Nothing in the Plan, in the Award Agreement or any other instrument executed pursuant to the Plan shall  confer upon Participant any right to continue in the Company’s employ nor limit in any way the Company’s  right to terminate Participant’s Continuous Service at any time for any reason.  9. GENERAL  In the event that any provision of the Award Agreement is declared to be illegal, invalid or otherwise  unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent  necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the Award  Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or  unenforceable provision.  Section headings are inserted solely for convenience of reference, and shall not constitute a part of the Award  Agreement, nor shall they affect its meaning, construction or effect.  Except as otherwise provided in the Award Agreement or in the Plan, every covenant, term, and provision of  the Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective  heirs, legatees, legal representatives, successors, transferees, and assigns.  The Award Agreement may be modified or amended at any time, in accordance with the Plan and provided  that Participant must consent in writing to any modification that would impair his or her rights under the  Award Agreement provided that no such consent shall be required with respect to any modification if the  





 






    US-DOCS\136537642.1  Committee determines in its sole discretion that such modification either (a) is required or advisable in order  for the Company, the Plan or the Award to satisfy or conform to Applicable Law or to meet the requirements  of any accounting standard, or (b) is not reasonably likely to significantly diminish the benefits provided  under such Award.  10.  “MARKET STAND-OFF” CONDITIONS  Participant agrees that, if requested by the Company, Participant will not sell or otherwise transfer or dispose  of any Shares issued to Participant pursuant to the Award without the prior written consent of the Company  during such period of time.  11. INTERPRETATION  This Award is granted pursuant to the terms of the Plan, and shall in all respects be interpreted in accordance  therewith.  The Committee shall have the power to interpret the Plan and the Award Agreement and to adopt  such rules for the administration, interpretation and application of the Plan and the Award Agreement as are  consistent therewith and to interpret or revoke any such rules.  Any action, decision, interpretation or  determination by the Committee shall be final, binding and conclusive on the Company and Participant.  No  member of the Committee shall be personally liable for any action, determination or interpretation made in  good faith with respect to the Plan, the Award Agreement, or the Award.    12. NOTICES  Any notice, demand or request required or permitted to be given under the Award Agreement shall be in  writing and shall be deemed given when delivered personally or three (3) days after being deposited in the  United States mail, as certified or registered mail, with postage prepaid, and addressed, if to the Company,  at its principal place of business, Attention:  Legal Department, and if to Participant, at his or her most recent  address as shown in the employment or stock records of the Company.  13. GOVERNING LAW  The validity, construction, interpretation, and effect of this Award shall be governed by and determined in  accordance with the laws of the State of Delaware, regardless of the law that might be applied under principles  of conflicts of laws.  14. COUNTERSIGNATURE  The Term Sheet may be executed in two or more counterparts, each of which shall be deemed an original  and all of which together shall be deemed one instrument, and is incorporated herein.  16. SECTION 409A  Notwithstanding any other provision of the Plan or the Award Agreement, the Plan and the Award Agreement  shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A  of the Code (together with any Department of Treasury regulations and other interpretive guidance issued  thereunder, including without limitation any such regulations or other guidance that may be issued after the  Grant Date, “Section 409A”).  The Committee may, in its discretion, adopt such amendments to the Plan or  the Award Agreement or adopt other policies and procedures (including amendments, policies and  procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or  appropriate to comply with the requirements of Section 409A.  This Award is not intended to provide for any deferral of compensation subject to Section 409A, and,  accordingly, the Shares issuable pursuant to the RSUs hereunder shall be distributed to Participant no later  than the later of:  (a) the fifteenth (15th) day of the third month following Participant’s first taxable year in  which such RSUs are no longer subject to a substantial risk of forfeiture, and (b) the fifteenth (15th) day of  





 






    US-DOCS\136537642.1  the third month following the first taxable year of the Company in which such RSUs are no longer subject to  substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations  and other guidance issued thereunder.