Exhibit 10.36





Exhibit 10.36




Spectrum Pharmaceuticals, Inc.

Long-Term Retention and Management Incentive Plan




PURPOSE




This Spectrum Pharmaceuticals, Inc. Long-Term Retention and Management Incentive Plan (this
“Plan”), effective as of April 22, 2011 (the “Effective Date”), is designed to focus executive
management on the achievement of key corporate goals of Spectrum Pharmaceuticals, Inc. (the
“Company”) and to provide incentive awards for the retention of executives and achievement of such
goals on or prior to the Plan’s Termination Date (as defined herein).



DEFINITIONS





	 	1.	 	“2009 Plan” means the Company’s 2009 Incentive Award Plan, as amended.







	 	2.	 	“Business Day” means any day upon which the principal market or exchange upon which the
Company’s shares are then listed or quoted for trading is open for business.







	 	3.	 	“Cause” unless otherwise defined in a Participant’s written employment agreement with
the Company, means: (a) the commission of any act of fraud, embezzlement or dishonesty by
Participant which adversely affects the business of the Company, (b) any unauthorized use
or disclosure by Participant of confidential information or trade secrets of the Company,
(c) the refusal or omission by the Participant to perform any duties required of him if
such duties are consistent with duties customary for the position held with the Company,
(d) any act or omission by the Participant involving malfeasance or gross negligence in the
performance of Participant’s duties to, or deviation from any of the policies or directives
of, the Company, (e) conduct on the part of Participant which constitutes the breach of any
statutory or common law duty of loyalty to the Company, or (f) any illegal act by
Participant which adversely affects the business of the Company, or any felony committed by
Participant, as evidenced by conviction thereof or a plea of nolo contendre.







	 	4.	 	“Common Stock” means the common stock of the Company, par value $0.001 per share.







	 	5.	 	“Change in Control” has the meaning ascribed thereto in the 2009 Plan.







	 	6.	 	“Good Reason” unless otherwise defined in a Participant’s written employment agreement
with the Company, means the Participant’s voluntary termination of his employment with the
Company if, without the prior consent of Participant, the Company takes any of the
following actions and fails to correct such action within thirty (30) days after
Participant serves written notice requesting correction: (a) a material diminution in
Participant’s authority, duties, responsibilities or reporting lines, (b) a material
reduction in the Participant’s base salary, or (c) any relocation of Participant’s
principal office, or principal place of employment, to a location that is more than fifty
(50) miles from Participant’s location on the Effective Date.







	 	7.	 	“Initial Capitalization Target” means the Company achieving a Market Capitalization of
Seven Hundred Fifty Million Dollars ($750,000,000) or more for twenty (20) consecutive
Business Days, provided, further that the shares will vest on the 20th Business
Day following the date on which the Company’s Market Capitalization reaches $750,000,000,
if, and only if, the closing Market Capitalization on the 20th Business Day is
equal to or greater than $750,000,000. The shares will be issued after the achievement of
the Initial Capitalization Target subject to the Company’s standard terms and conditions for performance compensation
under the Plan.




 












 











	 	8.	 	“Market Capitalization” means the aggregate number of shares of the Company’s issued
and outstanding Common Stock multiplied by the closing sales price of the Common Stock as
measured on any given Business Day. The shares will vest on and be issued as soon as
possible after the achievement of the Initial Capitalization Target.







	 	9.	 	“Participant(s)” means each of (a) Rajesh C. Shrotriya, M.D., the Company’s Chief
Executive Officer, (b) George F. Tidmarsh, M.D., Ph.D., the Company’s Chief Scientific
Officer, (c) James E. Shields, the Company’s Chief Commercial Officer, and (d) Brett L.
Scott, the Company’s Acting Chief Financial Officer.







	 	10.	 	“Proposed Change in Control” means an event that will result in a Change in Control if
consummated and that is evidenced by either of the following: (a) the Company’s entry into
a letter of intent or (b) the commencement of a tender offer.

	 
	 	11.	 	“Restricted Stock Award” has the meaning ascribed thereto in the 2009 Plan.







	 	12.	 	“Subsequent Capitalization Target” means the Company achieving a Market Capitalization
of One Billion Dollars ($1,000,000,000) or more for twenty (20) consecutive Business Days,
provided, further that the shares will vest on the 20th Business Day following
the date on which the Company’s Market Capitalization reaches $1,000,000,000, if, and only
if, the closing Market Capitalization on the 20th Business Day is equal to or
greater than $1,000,000,000. The shares will be issued after the achievement of the
Subsequent Capitalization Target subject to the Company’s standard terms and conditions for
performance compensation under the Plan

	 
	 	13.	 	“Termination Date” means April 22, 2016.







	 	14.	 	“Transaction Value” means the consideration paid and received for the assets or equity
of the Company that is paid to the Company and/or its stockholders (in their capacity as
stockholders) (after payment of all transaction expenses, including, but not limited to
legal, accounting, financing, management or retention fees, broker, investment banker or
advisor fees and any other closing costs and payment of any outstanding liabilities of the
Company not assumed in the subject transaction but expressly excluding the liability to pay
any bonuses under this Plan). For purposes of clarity, the value of any assumed liabilities
in any transaction will not be included in the calculation of the Transaction Value.






AWARD OPPORTUNITIES




Under this Plan, each Participant will be awarded (a) restricted stock pursuant to the 2009 Plan
upon the occurrence of specified Market Capitalization milestones, and (b) cash awards in the event
of a Change in Control, each as further described below.


 


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RESTRICTED STOCK AWARDS




1. Grant of Restricted Stock Awards. The Company will award to the Participants
shares of the Company’s Common Stock pursuant to Restricted Stock Awards that vest upon and will be
issued upon the achievement of the applicable Market Capitalization milestones set forth below
(each a “Stock Award, and collectively, the “Stock Awards”):



	 	 	 	 	 
	Participant	 	Shares Granted Pursuant to Stock Award
	Rajesh C. Shrotriya, M.D.,
 Chief Executive Officer

	 	(A)
	 	Five Hundred Twenty Thousand (520,000)
shares of the Company’s Common Stock upon
the Company achieving the Initial
Capitalization Target prior to the
Termination Date; and
	 
	 	 	 	 
	

	 	(B)
	 	Two Hundred Sixty Thousand (260,000)
shares of the Company’s Common Stock upon
the Company achieving the Subsequent
Capitalization Target prior to the
Termination Date.
	 
	 	 	 	 
	George F. Tidmarsh, M.D., 


Ph.D., Chief Scientific
Officer

	 	(A)
	 	Eight-Six Thousand Five Hundred
(86,500) shares of the Company’s Common
Stock upon the Company achieving the
Initial Capitalization Target prior to the
Termination Date; and
	 
	 	 	 	 
	 

	 	(B)
	 	Forty-Three Thousand Two Hundred Fifty
(43,250) shares of the Company’s Common
Stock upon the Company achieving the
Subsequent Capitalization Target prior to
the Termination Date.
	 
	 	 	 	 
	James E. Shields, Chief 


Commercial Officer

	 	(A)
	 	Eight-Six Thousand Five Hundred
(86,500) shares of the Company’s Common
Stock upon the Company achieving the
Initial Capitalization Target prior to the
Termination Date; and
	 
	 	 	 	 
	 

	 	(B)
	 	Forty-Three Thousand Two Hundred Fifty
(43,250) shares of the Company’s Common
Stock upon the Company achieving the
Subsequent Capitalization Target prior to
the Termination Date.
	 
	 	 	 	 
	Brett L. Scott, Acting Chief 


Financial Officer

	 	(A)
	 	Eight-Six Thousand Five Hundred
(86,500) shares of the Company’s Common
Stock upon the Company achieving the
Initial Capitalization Target prior to the
Termination Date; and
	 
	 	 	 	 
	 

	 	(B)
	 	Forty-Three Thousand Two Hundred Fifty
(43,250) shares of the Company’s Common
Stock upon the Company achieving the
Subsequent Capitalization Target prior to
the Termination Date.





 


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2. Achievement of Capitalization Target(s) as a Result of a Proposed Change in
Control. Notwithstanding Section 1 above, if the Initial Capitalization Target and/or the
Subsequent Capitalization Target is achieved contemporaneous with a Proposed Change in Control, the
achievement of the Initial Capitalization Target and/or Subsequent Capitalization Target, as
applicable, will not result in the issuance of the shares of the Company’s Common Stock pursuant to
Section 1 above and the Business Days elapsed during which such Proposed Change in Control is
pending will not count towards the twenty (20) consecutive Business Day measurement period,
provided, however, that in the event that the Proposed Change in Control is
abandoned (other than as a result of a Change in Control being consummated), the measurement period
will continue from the last Business Day prior to such Proposed Change in Control.




3. Termination Date; Change in Control.



(a) Termination Date. In the event that the Initial Capitalization Target and/or the
Subsequent Capitalization Target has not been achieved prior to the Termination Date, each
Participant’s right to future Stock Awards under the Plan will automatically be terminated without
consideration and without any further action required by the Company or Participants.



(b) Change in Control. In the event of the consummation of a Change in Control prior to the
achievement of the Initial Capitalization Target and/or the Subsequent Capitalization Target, each
Participant’s right to future Stock Awards under the Plan will automatically be terminated without
consideration and without any further action required by the Company or Participants.



4. Termination of Employment. All rights of a Participant with respect to the receipt
of a future Stock Award under the Plan will terminate without consideration and without any further
action required by the Company or such Participant, upon a termination of such Participant’s
employment with the Company prior to the achievement of the Initial Capitalization Target and/or
the Subsequent Capitalization Target, as applicable. Notwithstanding the preceding sentence, in
the event a Participant’s employment is terminated by the Company without Cause or by a Participant
for Good Reason within sixty (60) Business Days prior the Company’s achievement of the Initial
Capitalization Target, such Participant will be entitled to receive a pro rata number of shares of
the Company’s Common Stock, the issuance of which was conditioned upon achievement of the Initial
Capitalization Target, as follows:



S = ((A — B) ÷ (750,000,000 — B)) * C





For purposes of the foregoing formula, the following definitions apply:




(a) “S” means the number of shares of Common Stock that are awarded to the Participant
in connection with the Company’s achievement of the Initial Capitalization Target;




(b) “A” means the Company’s Market Capitalization as of the close of business on the
date of the Participant’s termination of Employment;




(c) “B” means $484,508,981, which represents the Company’s Market Capitalization on the
Effective Date; and




(d) “C” means the number of shares of the Company’s Common Stock under the
Participant’s Stock Award conditioned upon achievement of the Initial Capitalization Target.


 


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CASH AWARDS




1. Cash Awards. In the event of the consummation of a Change in Control prior to the
Termination Date, the Company will award each of the Participants cash payments concurrently with
the consummation of such Change in Control as follows (each a “Cash Award, and collectively, the
“Cash Awards”):



	 	 	 
	Participant	 	Contingent Cash Award
	 
	 	 
	Rajesh C. Shrotriya, M.D., 


Chief Executive Officer

	 	An amount equal to 1.00% of the Company’s Transaction Value.
	 
	 	 
	George F. Tidmarsh, M.D.,
Ph.D., Chief Scientific
Officer

	 	An amount equal to 0.17% of the Company’s Transaction Value.
	 
	 	 
	James E. Shields, Chief
Commercial Officer

	 	An amount equal to 0.17% of the Company’s Transaction Value.
	 
	 	 
	Brett L. Scott, Acting
Chief Financial Officer

	 	An amount equal to 0.17% of the Company’s Transaction Value.






Notwithstanding the foregoing, to the extent that any portion of the Transaction Value is
subject to delayed payment contingencies such as an earnout, holdback or other similar provision,
the Cash Award attributable to such portion of the Transaction Value will be subject to the same
payment contingencies (timing, achievement of certain goals, forfeiture, etc.).



2. Forfeiture of Cash Award. All rights of a Participant with respect to the Cash
Award will terminate upon the earlier to occur of (a) the Termination Date, and (b) upon a
termination of the Participant’s employment with the Company, whichever occurs first, to the extent
the Change in Control has not been consummated prior to such earlier date.


 


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