Exhibit






Exhibit 10.1


SPECTRUM PHARMACEUTICALS, INC.
AMENDMENT NO. 1
TO
2003 AMENDED AND RESTATED INCENTIVE AWARD PLAN


This Amendment No. 1 to the 2003 Amended and Restated Incentive Award Plan (the “Plan”) of Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), is made effective as of April 15, 2015.  Capitalized terms used herein but otherwise not defined shall have the meanings set forth in the Plan.
WHEREAS, the Plan was established and adopted effective August 15, 2003, was amended and restated effective as of April 9, 2004, and automatically terminated pursuant to its terms on August 15, 2013;
WHEREAS, pursuant to Section 14.1 of the Plan, on December 10, 2014, the Board of Directors approved an amendment to the Plan to prohibit (i) the repricing of awards under the Plan absent compliance with Nasdaq Stock Market rules for stockholder approval, and (ii) the recycling of shares back into the Plan that are otherwise tendered or withheld to satisfy the grant or exercise price or tax withholding obligations pursuant to any award.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows:
1.    Section 3.1(b) of the Plan is hereby amended and restated in its entirety to read as follows:
“(b)    To the extent that an Award terminates, expires or lapses for any reason, any shares of Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan.  Notwithstanding anything to the contrary, shares of Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall be cancelled and shall not be returned to authorized shares available for the grant pursuant to the Plan.  To the extent permitted by applicable law or any exchange rule, shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Stock available for grant pursuant to this Plan.  If shares of Stock issued pursuant to Awards are repurchased by the Company at no less than their original purchase price, such shares of Stock shall become available for future grant under the Plan (unless the Plan has terminated).”
2.    A new Section 5.4 of the Plan is hereby added in its entirety to read as follows:
“5.4    Repricing of Awards.  No cancellation, substitution, exchange or amendment of an Award Agreement that would have the effect of reducing the exercise price of such an Award previously granted under the Plan, or modification to such an Award that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the Nasdaq Stock Market shall be permitted without approval of the Company’s stockholders.”
3.    Unless otherwise amended as set forth herein, the terms and provisions of the Plan shall remain in full force and effect.

















IN WITNESS WHEREOF, Spectrum Pharmaceuticals, Inc. has caused its duly authorized officer to execute this Amendment No. 1 to the 2003 Amended and Restated Incentive Award Plan as of the date first set forth above
	
			
	 
	 
	SPECTRUM PHARMACEUTICALS, INC.

	 
	 
	 

	By:
	 
	/s/ Kurt A. Gustafson

	Name:
	 
	Kurt A. Gustafson

	Title:
	 
	Executive Vice President and Chief Financial Officer