**Exhibit10.1****TERMINATION AGREEMENT**          This Agreement is made as of the ___day of ___, 20___, between MGI PHARMA, INC., aMinnesota corporation, with its principal offices at 5775 W. Old Shakopee Road, Suite 100,Bloomington, Minnesota (the “Company”) and ___(“Employee”), residing at___.WITNESSETH THAT:          WHEREAS, this Agreement is intended to specify the financial arrangements that the Companywill provide to the Employee upon Employee’s separation from employment with the Company under anyof the circumstances described herein; and          WHEREAS, this Agreement is entered into by the Company in the belief that it is in the bestinterests of the Company and its shareholders to provide stable conditions of employment forEmployee notwithstanding the possibility, threat or occurrence of certain types of change incontrol, thereby enhancing the Company’s ability to attract and retain highly qualified people.          NOW, THEREFORE, to assure the Company that it will have the continued dedication of Employeenotwithstanding the possibility, threat or occurrence of a bid to take over control of the Company,and to induce Employee to remain in the employ of the Company, and for other good and valuableconsideration, the Company and Employee agree as follows:          1.     Term of Agreement. The term of this Agreement shall commence on the date hereof asfirst written above and shall continue through December 31, 20___; providedthatcommencing on January 1, 20___and each January 1 thereafter, the term of this Agreement shallautomatically be extended for one additional year unless not later than twelve months prior to suchJanuary 1, the Company shall have given notice that it does not wish to extend this Agreement(which notice may not, in any event, be given sooner than January 1, 20___); and provided,further, that notwithstanding any such notice by the Company not to extend, thisAgreement shall continue in effect for a period of 24 months beyond the term provided herein if aChange in Control (as defined in Section 3(i) hereof) shall have occurred during such term.[ADDITIONAL LANGUAGE FOR W. F. SPENGLER — Notwithstanding any earlier termination of thisAgreement, Section 2(i) of this Agreement shall survive until July 20, 2008.]          2.     Termination of Employment          (i)     Prior to a Change in Control. Prior to a Change in Control (as defined in Section3(i) hereof), the Company may terminate Employee from employment with the Company at will, with orwithout Cause (as defined in Section 3(iii) hereof), at any time. [ADDITIONAL LANGUAGE FOR W. F.SPENGLER — If, however, Employee’s employment with the Company is terminated without Cause at anytime prior to July 20, 2008, then upon the effective date of such Employee’s termination ofemployment with company, any unvested restricted stock units granted by Company to employee underCompany’s employee stockincentive plans on or prior to the Company’s 2006 annual incentive grant of long term incentiveequity compensation *shall immediately vest*and Employee shall be entitled to all right, title andinterest of vested restricted stock units under the applicable grant agreement(s).]
 

 
          (ii)     After a Change in Control     (a)     From and after the date of a Change in Control (as defined in Section 3(i) hereof) duringthe term of this Agreement, the Company shall not terminate Employee from employment with theCompany except as provided in this Section 2(ii) or as a result of Employee’s Disability (asdefined in Section 3(iv) hereof) or his death.     (b)     From and after the date of a Change in Control (as defined in Section 3(i) hereof) duringthe term of this Agreement, the Company shall have the right to terminate Employee from employmentwith the Company at any time during the term of this Agreement for Cause (as defined in Section3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct ofEmployee forming the basis for such termination.     (c)     From and after the date of a Change in Control (as defined in Section 3(i) hereof) duringthe term of this Agreement: (x) the Company shall have the right to terminate Employee’s employmentwithout Cause (as defined in Section 3(iii) hereof), at any time; and (y) the Employee shall, uponthe occurrence of such a termination by the Company without Cause, or upon the voluntarytermination of Employee’s employment by Employee for Good Reason (as defined in Section 3(ii)hereof), be entitled to receive the benefits provided in Section 4 hereof. Employee shall evidencea voluntary termination for Good Reason by written notice to the Company given within 60 days afterthe date of the occurrence of any event that Employee knows or should reasonably have knownconstitutes Good Reason for voluntary termination. Such notice need only identify the Employee andset forth in reasonable detail the facts and circumstances claimed by Employee to constitute GoodReason.Any notice given by Employee pursuant to this Section 2 shall be effective five business days afterthe date it is given by Employee.          3.     Definitions          (i)     A “Change in Control” shall mean:     (a)     a change in control of a nature that would be required to be reported in response to Item6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), or successor provision thereto, whether or not the Company is thensubject to such reporting requirement;     (b)     any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is orbecomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),directly or indirectly, of securities of the Company representing 35% or more of the combinedvoting power of the Company’s then outstanding securities;
 

 
     (c)     the Continuing Directors (as defined in Section 3(v) hereof) cease to constitute amajority of the Company’s Board of Directors; providedthat such change is thedirect or indirect result of a proxy fight and contested election or elections for positions on theBoard of Directors; or     (d)     the majority of the Continuing Directors (as defined in Section 3(v) hereof) determine intheir sole and absolute discretion that there has been a change in control of the Company.          (ii)     “Good Reason” shall mean the occurrence of any of the following events, except for theoccurrence of such an event in connection with the termination or reassignment of Employee’semployment by the Company for Cause (as defined in Section 3(iii) hereof), for Disability (asdefined in Section 3(iv) hereof) or for death:     (a)     the assignment to Employee of employment responsibilities which are not of comparableresponsibility and status as the employment responsibilities held by Employee immediately prior toa Change in Control;     (b)     a reduction by the Company in Employee’s base salary as in effect immediately prior to aChange in Control;     (c)     an amendment or modification of the Company’s incentive compensation program (except asmay be required by applicable law) which affects the terms or administration of the program in amanner adverse to the interest of Employee as compared to the terms and administration of suchprogram immediately prior to a Change in Control;     (d)     the Company’s requiring Employee to be based anywhere other than within 50 miles ofEmployee’s office location immediately prior to a Change in Control, except for requirements oftemporary travel on the Company’s business to an extent substantially consistent with Employee’sbusiness travel obligations immediately prior to a Change in Control;     (e)     except to the extent otherwise required by applicable law, the failure by the Company tocontinue in effect any benefit or compensation plan, stock ownership plan, stock purchase plan,bonus plan, life insurance plan, health-and-accident plan or disability plan in which Employee isparticipating immediately prior to a Change in Control (or plans providing Employee withsubstantially similar benefits), the taking of any action by the Company which would adverselyaffect Employee’s participation in, or materially reduce Employee’s benefits under, any of suchplans or deprive Employee of any material fringe benefit enjoyed by Employee immediately prior tosuch Change in Control, or the failure by the Company to provide Employee with the number of paidvacation days to which Employee is entitled immediately prior to such Change in Control inaccordance with the Company’s vacation policy as then in effect; or     (f)     the failure by the Company to obtain, as specified in Section 5(i) hereof, an assumptionof the obligations of the Company to perform this Agreement by any successor to the Company.
 

 
          (iii)     “Cause” shall mean termination by the Company of Employee’s employment based upon (a)the willful and continued failure by Employee substantially to perform his duties and obligations(other than any such failure resulting from his incapacity due to physical or mental illness or anysuch actual or anticipated failure resulting from Employee’s termination for Good Reason) or (b)the willful engaging by Employee in misconduct which is materially injurious to the Company,monetarily or otherwise. For purposes of this Section 3(iii), no action or failure to act onEmployee’s part shall be considered “willful” unless done, or omitted to be done, by Employee inbad faith and without reasonable belief that his action or omission was in the best interests ofthe Company.          (iv)     “Disability” shall mean any physical or mental condition which would qualify Employee fora disability benefit under the Company’s long-term disability plan.          (v)     “Continuing Director” shall mean any person who is a member of the Board of Directors ofthe Company, while such person is a member of the Board of Directors, who is not an AcquiringPerson (as hereinafter defined) or an Affiliate or Associate (as hereinafter defined) of anAcquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate,and who (a) was a member of the Board of Directors on the date of this Agreement as first writtenabove or (b) subsequently becomes a member of the Board of Directors, if such person’s initialnomination for election or initial election to the Board of Directors is recommended or approved bya majority of the Continuing Directors. For purposes of this Section 3(v): “Acquiring Person”shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whoor which, together with all Affiliates and Associates of such person, is the “beneficial owner” (asdefined in Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the shares of CommonStock of the Company then outstanding, but shall not include the Company, any subsidiary of theCompany or any employee benefit plan of the Company or of any subsidiary of the Company or anyentity holding shares of Common Stock organized, appointed or established for, or pursuant to theterms of, any such plan; and “Affiliate” and “Associate” shall have the respective meaningsascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.          4.     Benefits upon Termination under Section 2(ii)(c)          (i)     Upon the termination (voluntary or involuntary) of the employment of Employee pursuant toSection 2(ii)(c) hereof, Employee shall be entitled to receive the benefits specified in thisSection 4. The amounts due to Employee under subparagraphs (a), (b) and (c) of this Section 4(i)shall be paid to Employee not later than one business day prior to the date that the termination ofEmployee’s employment becomes effective (the “Employment Termination Date”). All benefits toEmployee pursuant to this Section 4(i) shall be subject to any applicable payroll or other taxesrequired by law to be withheld.     (a)     The Company shall pay to Employee any and all amounts payable to Employee pursuant to anystandard or general severance policy of the Company or its Board of Directors;
 

 
     (b)     In lieu of any further base salary payments to Employee for periods subsequent to theEmployment Termination Date, the Company shall pay to Employee a lump-sum cash amount equal totwenty-four (24) times the Employee’s monthly base salary (as in effect in the month preceding themonth in which the termination becomes effective or as in effect in the month preceding the Changein Control, whichever is higher); and 100% of the Employee’s Annual Target Bonus (i.e. as if 100%of all goals were achieved) equal to twenty-four (24) months of participation (as in effect underthe Company’s Short Term Incentive Plan in the month preceding the month in which the terminationbecomes effective or as in effect in the month preceding the Change in Control, whichever ishigher) .     (c)     The Company shall also pay to Employee all legal fees and expenses incurred byEmployee as a result of such termination of employment (including all fees and expenses, if any,incurred by Employee in seeking to obtain or enforce any right or benefit provided to Employee bythis Agreement whether by arbitration or otherwise); and     (d)     Any and all contracts, agreements or arrangements between the Company and Employeeprohibiting or restricting the Employee from owning, operating, participating in, or providingemployment or consulting services to, any business or company competitive with the Company at anytime or during any period after the Employment Termination Date, shall be deemed terminated and ofno further force or effect as of the Employment Termination Date, to the extent, but only to theextent, such contracts, agreements or arrangements so prohibit or restrict the Employee; providedthat the foregoing provisions shall not constitute a license or right to use any proprietaryinformation of the Company and shall in no way affect any such contracts, agreements orarrangements insofar as they relate to nondisclosure and nonuse of proprietary information of theCompany notwithstanding the fact that such nondisclosure and nonuse may prohibit or restrict theEmployee in certain competitive activities.          (ii)     Employee shall not be required to mitigate the amount of any payment provided for in thisSection 4 by seeking other employment or otherwise. The amount of any payment or benefit providedin this Section 4 shall not be reduced by any compensation earned by Employee as a result of anyemployment by another employer or from any other source.          (iii)     In the event that any payment or benefit received or to be received by Employee inconnection with a Change in Control of the Company or termination of Employee’s employment (whetherpayable pursuant to the terms of this Agreement or any other plan, contract, agreement orarrangement with the Company, with any person whose actions result in a Change in Control of theCompany or with any person constituting a member of an “affiliated group” as defined in Section280G(d)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), with the Company or withany person whose actions result in a Change in Control of the Company (collectively, the “TotalPayments”)) would be subject to the excise tax imposed by Section 4999 of the Code or any interest,penalties or additions to tax with respect to such excise tax (such excise tax, together with anysuch interest, penalties or additions to tax, are collectively referred to as the “Excise Tax”),then Employee shall be entitled to receive from the Company an additional cash payment (a “Gross-UpPayment”) within thirty business days of such determination in an amount such that after payment byEmployee of all taxes (including such interest, penalties or additions to tax imposed with respectto such taxes), including anyExcise Tax, imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Paymentequal to the Excise Tax imposed upon the Total Payments. All determinations required to be madeunder this Section 4(iii), including whether a Gross-Up Payment is required and the amount of suchGross-Up Payment, shall be made by the independent accounting firm retained by the Company on thedate of the Change in Control (the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and Employee within 15 business days of the Employment TerminationDate, or such earlier time as is requested by the Company. If the Accounting Firm determines thatno Excise Tax is payable by Employee, it shall furnish Employee with an opinion that Employee hassubstantial authority not to report any Excise Tax on his or her federal income tax return.
 

 
     Any uncertainty in the application of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder shall be resolved in favor of Employee. As a resultof the uncertainty in the application of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that at a later time there will be adetermination that the Gross-Up Payments made by the Company were less than the Gross-Up Paymentsthat should have been made by the Company (“Underpayment”), consistent with the calculationsrequired to be made hereunder. In the event that Employee is required to make a payment of anyExcise Tax, the Accounting Firm shall determine the amount of the Underpayment, if any, that hasoccurred and any such Underpayment shall be promptly paid by the Company to or for the benefit ofEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at thetime of the initial determination by the Accounting Firm hereunder, it is possible that at a latertime there will be a determination that the Gross-Up Payments made by the Company were more thanthe Gross-Up Payments that should have been made by the Company (“Overpayment”), consistent withthe calculations required to be made hereunder. Employee agrees to refund to the Company theamount of any Overpayment that the Accounting Firm shall determine has occurred hereunder. Anydetermination by the Accounting Firm as to the amount of any Gross-Up Payment, including the amountof any Underpayment or Overpayment, shall be binding upon the Company and Employee.          5.     Successors and Binding Agreement          (i)     The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise to all or substantially all of the business and/or assets of theCompany), by agreement in form and substance satisfactory to Employee, to expressly assume andagree to perform this Agreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. Failure of the Company to obtainsuch agreement prior to the effectiveness of any such succession shall be a breach of thisAgreement and shall entitle Employee to compensation from the Company in the same amount and on thesame terms as Employee would be entitled hereunder if employee terminated Employee’s employmentafter a Change in Control for Good Reason, except that for purposes of implementing the foregoing,the date on which any such succession becomes effective shall be deemed the date that thetermination of Employee’s employment becomes effective. As used in this Agreement, “Company” shallmean the Company and any successor to its business and/or assets which executes and delivers theagreement provided for in this Section 5(i) or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.          (ii)     This Agreement is personal to Employee, and Employee may not assign or transfer any partof Employee’s rights or duties hereunder, or any compensation due to Employee hereunder, to anyother person. Notwithstanding the foregoing, this Agreement shall inure to the benefit of and beenforceable by Employee’s personal or legal representatives, executors, administrators, heirs,distributees, devisees and legatees.
 

 
          6.     Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in the Minneapolis-St. Paul metropolitanarea, in accordance with the applicable rules of the American Arbitration Association then ineffect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.          7.     Modification; Waiver. No provisions of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in a writing signed byEmployee and such officer as may be specifically designated by the Board of Directors of theCompany. No waiver by either party hereto at any time of any breach by the other party hereto of,or compliance with, any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.          8.     Notice. All notices, requests, demands and all other communications required orpermitted by either party to the other party by this Agreement (including, without limitation, anynotice of termination of employment and any notice of intention to arbitrate) shall be in writingand shall be deemed to have been duly given when delivered personally or received by certified orregistered mail, return receipt requested, postage prepaid, at the address of the other party, asfirst written above (directed to the attention of the Board of Directors and Corporate Secretary inthe case of the Company). Either party hereto may change its address for purposes of this Section8 by giving 15 days’ prior notice to the other party hereto.          9.     Severability. If any term or provision of this Agreement or the application hereofto any person or circumstances shall to any extent be invalid or unenforceable, the remainder ofthis Agreement or the application of such term or provision to persons or circumstances other thanthose as to which it is held invalid or unenforceable shall not be affected thereby, and each termand provision of this Agreement shall be valid and enforceable to the fullest extent permitted bylaw.          10.     Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.          11.     Governing Law. This Agreement has been executed and delivered in the State ofMinnesota and shall in all respects be governed by, and construed and enforced in accordance with,the laws of the State of Minnesota, including all matters of construction,validity and performance, and without taking into consideration the conflict of law provisions ofsuch state.
 

 
          12.     Effect of Agreement; Entire Agreement. The Company and the Employee understandand agree that this Agreement is intended to reflect their agreement only with respect to paymentsand benefits upon termination in certain cases and is not intended to create any obligation on thepart of either party to continue employment. This Agreement supersedes any and all other oral orwritten agreements or policies made relating to the subject matter hereof and constitutes theentire agreement of the parties relating to the subject matter hereof; provided that this Agreementshall not supersede or limit in any way Employee’s rights under any benefit plan, program orarrangements in accordance with their terms.          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, all as ofthe date first written above.         MGI PHARMA, INC.                  Sign:             By:             Its:                                  EMPLOYEE                  Sign:             Name:             Date: