spectrum-formofstockopti






    US-DOCS\136538652.1  SPECTRUM PHARMACEUTICALS, INC.  TERM SHEET FOR 2022 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN  STOCK OPTION AWARD  Spectrum Pharmaceuticals, Inc. (the “Company”) hereby grants to the Participant named below a stock option (the  “Option”) to purchase any part or all of the number of Shares that are covered by this Option, as specified below, at  the exercise price specified below, under the Spectrum Pharmaceuticals, Inc. 2022 Employment Inducement Incentive  Award Plan (the “Plan”). The Option 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 Participant and the Company).   This Option 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:   Type of Option: Non-Qualified Stock Option  Number of Shares covered by Option:   Exercise Price Per Share: $  Vesting Commencement Date: ☐ Same as Grant Date  ☐ Date:______________________    Vesting Schedule: [Insert Vesting Schedule]  Expiration Date: The ten-year anniversary of the Grant  Date    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 the Award Agreement and the Plan.  IN WITNESS WHEREOF, the Company has caused this Option 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\136538652.1  PARTICIPANT’S ACCEPTANCE  The undersigned hereby accepts the foregoing Option 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\136538652.1  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. 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).  Capitalized terms not otherwise defined herein shall have the  meaning set forth in the Plan.  1. TERMS OF OPTION  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 an Option to purchase up to the number of Shares set forth in the Term Sheet, at the  exercise price per Share set forth in the Term Sheet, and upon the other terms and subject to the conditions  set forth in the Award Agreement and the Plan.    The Option is intended to constitute an “employment inducement grant” under NASDAQ Listing Rule  5635(c)(4), and consequently is intended to be exempt from the NASDAQ rules regarding stockholder  approval of stock option and stock purchase plans.  This Award Agreement and the terms and conditions of  the Option shall be interpreted in accordance and consistent with such exemption.  2. 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 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, except as otherwise provided in  the Plan.  To exercise the Option (or any part thereof), Participant shall provide notice to the Company specifying the  number of Shares Participant wishes to purchase and how Participant’s Shares 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 until Participant has paid the total Exercise Price for that number of  Shares.  The Exercise Price may be paid by one or more of the following means: (i) by cash or check payable  to the Company; (ii) if permitted by the Committee in its sole discretion, by delivery to the Company of  already-owned Shares having a Fair Market Value on the date of surrender equal to the aggregate Exercise  Price of the Shares as to which the Option is being exercised; (iii) if permitted by the Committee in its sole  discretion, by a “net exercise” arrangement whereby Participant surrenders to the Company Shares otherwise  receivable upon exercise of the Option (e.g., the Company will reduce the number of Shares issued upon  exercise of the Option by the largest whole number of Shares with a Fair Market Value that does not exceed  the aggregate Exercise Price); (iv) by a cashless exercise program that the Committee may approve, from  time to time in its discretion, pursuant to which a Participant may elect to concurrently provide irrevocable  instructions (A) to Participant’s broker or dealer to effect the immediate sale of the purchased Shares and  remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the  Exercise Price of the Option plus all applicable withholding taxes, and (B) to the Company to deliver the  certificates for the purchased Shares directly to the broker or dealer in order to complete the sale; or (v) if  permitted by the Committee in its sole discretion, in any other form of legal consideration.  Fractional Shares will not be issued.  Shares will be issued as soon as practical after exercise.   Notwithstanding the above, the Company shall not be obligated to deliver any Shares during any period when  





 






    US-DOCS\136538652.1  the Company determines that the exercisability of the Option or the delivery of Shares hereunder would  violate Applicable Law.  3. EXPIRATION OF OPTION  The Option shall expire and cease to be exercisable on the Expiration Date set forth in the Term Sheet.  4. RESTRICTIONS ON RESALES OF OPTION 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 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 Applicable Law.  5. INCOME TAXES  Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax  obligations that arise by reason of an Option exercise or disposition of Shares issued as a result of an Option  exercise.  The Company shall not be required to issue Shares or to recognize the disposition of such Shares  until such obligations are satisfied.    6. TRANSFERABILITY OF OPTION  Except as required by Applicable Law, the Option 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 Option on the death of Participant.  The Option shall be exercisable,  during Participant’s lifetime, only by Participant or, if permissible under Applicable Law, by Participant’s  guardian or legal representative.  The Option 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, the Participant may transfer some or all of his or her Options to one or more  “family members,” which is not a “prohibited transfer for value,” provided that (i) the Participant (or such  Participant’s estate or representative) shall remain obligated to satisfy all income or other tax withholding  obligations associated with the exercise of such Option; (ii) 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 (iii) 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” 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.  7. REPRESENTATIONS AND WARRANTIES  Participant acknowledges that Applicable Law may require the placement of certain restrictive legends upon  the Shares issued upon exercise of the Option, 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 Option (including taxes arising under Code Section  409A of the Code), 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  





 






    US-DOCS\136538652.1  the Plan or this 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.  8. THE PLAN AND OTHER AGREEMENTS  In addition to the Award Agreement, the Option 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 Option.  Any prior agreements, commitments or negotiations concerning the Option are  superseded.  9. LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION  Neither Participant (individually or as a member of a group) nor any beneficiary or other person claiming  under or through Participant shall have any right, title, interest, or privilege in or to any Shares allocated or  reserved for the purpose of the Plan or subject to the Award Agreement except as to such Shares, if any, as  shall have been issued to such person upon exercise of the Option.    10. 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 or service nor limit in any way the  Company’s right to terminate Participant’s Continuous Service at any time for any reason.  11. 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  Committee determines in its sole discretion that such modification either (i) is required or advisable in order  for the Company, the Plan or the Option to satisfy or conform to Applicable Law or to meet the requirements  of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided  under such Option.  12.  “MARKET STAND-OFF” CONDITIONS  





 






    US-DOCS\136538652.1  Participant agrees that, if requested by the Company, Participant will not sell or otherwise transfer or dispose  of any Shares held by Participant without the prior written consent of the Company during such period of  time.  13. INTERPRETATION  This Option 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 Option.    14. 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.  15. GOVERNING LAW  The validity, construction, interpretation, and effect of this Option 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.  16. 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.