Exhibit 10.10





Exhibit 10.10




SPECTRUM PHARMACEUTICALS, INC.

TERM SHEET FOR 2009 INCENTIVE AWARD PLAN

RESTRICTED STOCK AWARD




FOR GOOD AND VALUABLE CONSIDERATION, Spectrum Pharmaceuticals, Inc. (the “Company”), hereby awards
to the Purchaser named below (the “Award”) the number of shares of its common stock (the “Common
Stock”), that are covered by this Award, as specified below upon the terms and subject to the
conditions set forth in this Term Sheet, the Spectrum Pharmaceuticals, Inc. 2009 Incentive Award
Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”)
promulgated under such Plan, 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 Purchaser and the Company). This Award is granted
pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and
Conditions.



	 	 	 
	Name of the Purchaser:

	 	 
	Award Date:
	 	 
	Number of Shares of Restricted Stock:
	 	 
	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 this Term Sheet, the Plan and the Standard
Terms and Conditions. 



Purchaser acknowledges that Purchaser has been advised to consult his or her
personal tax advisor as to the specific tax consequences of this Award and whether an election of
Section 83(b) of the Internal Revenue Code, as amended, with respect to this Award will be in
Purchaser’s best interests in light of Purchaser’s personal
tax situation.



IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award to be executed by its duly
authorized officer.



	 	 	 
	 

	 	SPECTRUM PHARMACEUTIALS, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Name
	 

	 	Title






[Participant/Spouse Signature page follows on the reverse side of this Term Sheet]



 


 









 





PARTICIPANT’S ACCEPTANCE




The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges that a copy of the Standard Terms and
Conditions and the Plan are available on the Company’s intranet.



	 	 	 
	 

	 	PARTICIPANT
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature






By his or her signature below, the spouse of the Participant, if Participant is legally married as
of the date of his or her execution of this Term Sheet, acknowledges that he or she has read this
Term Sheet, the Standard Terms and Conditions and the Plan and is familiar with the terms and
provisions thereof, and agrees to be bound by all the terms and conditions of this Term Sheet, the
Standard Terms and Conditions and the Plan.



	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature of Spouse






                    OR




By his or her signature below, the Participant represents that he or she is not legally married as
of the date of execution of this Term Sheet.



	 	 	 
	 

	 	PARTICIPANT
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature





 


 









 





EXHIBIT A

TO

SPECTRUM PHARMACEUTICALS, INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK AWARDS




These Standard Terms and Conditions apply to any shares of Common Stock awarded under the Spectrum
Pharmaceuticals, Inc. 2009 Incentive Award Plan (the “Plan”) to employees, members of the Company’s
Board of Directors and other Service Providers, which are identified as shares of “Restricted
Stock” and are evidenced by a Term Sheet or an action of the Administrator that specifically refers
to these Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Plan.




	1.	 	TERMS OF RESTRICTED STOCK AWARD

	 
	 	 	In consideration for past services provided to Spectrum Pharmaceuticals, Inc. (the
“Company”), the Company has granted (the “Award”) to the Purchaser named in the Term Sheet
provided to said Purchaser herewith (the “Term Sheet”) the number of shares of its common
stock (the “Restricted Stock”) that are covered by this Award, set forth in the Term Sheet,
upon the other terms and subject to the conditions set forth in the Term Sheet, these
Standard Terms and Conditions (as amended from time to time), and the Plan (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 Purchaser and the Company).
For purposes of the Award Agreement, any reference to the Company shall include a reference
to any Subsidiary.

	 
	2.	 	VESTING OF RESTRICTED STOCK







	 	A.	 	Subject to Section 2.B below, the shares of Restricted Stock shall become
vested as specified in the box labeled “Vesting Schedule” on the Term Sheet. Each date
upon which shares of Restricted Stock vest pursuant to the Vesting Schedule may
constitute a taxable event (see Section 7, below).

	 
	 	B.	 	In the event that the Purchaser’s Continuous Service is terminated for any
reason, any part of the Award that is unvested as of such termination date shall remain
unvested (the “Unvested Shares”) and shall be subject to forfeiture as set forth in
Section 3 below.







	3.	 	RECONVEYANCE UPON TERMINATION OF SERVICE

	 
	 	 	In the event that the Purchaser’s Continuous Service terminates for any reason, all of the
Unvested Shares shall be immediately forfeited without any further action by the Company or
the Purchaser. Upon the occurrence of such a forfeiture, the Company shall become the legal
and beneficial owner of the Unvested Shares being forfeited and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and transfer to
its own name the number of Shares being forfeited by Purchaser. In the event any of the
Unvested Shares are forfeited under this Section 3, all shares of stock, capital stock or
other securities or property received by or distributed to the Purchaser with respect to the
Unvested Shares being forfeited shall also be forfeited.

	 
	4.	 	RIGHTS AS A STOCKHOLDER

	 
	 	 	Except as otherwise provided herein, upon and execution of the Term Sheet by the Purchaser,
the Purchaser shall have all the rights of a stockholder with respect to said shares of
Restricted Stock, subject to the restrictions herein, including the right to vote the shares
of Restricted Stock and to




 


 









 




	 	 	receive all dividends or other distributions paid or made with respect to the shares of
Restricted Stock; provided, however, that any and all cash dividends paid on such shares of
Restricted Stock and any and all shares of stock, capital stock or other securities or
property received by or distributed to the Purchaser with respect to the shares of
Restricted Stock as a result of any stock dividend, stock split, reverse stock split,
recapitalization, combination, merger, sale, reclassification, or similar change in the
capital structure of the Company shall also be subject to forfeiture in accordance with
Section 3 and the restrictions on transfer in Section 8 until shares are no longer Unvested
Shares.







	 	 	Certificates or equivalent electronic form evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares have vested in accordance with the
terms of the Term Sheet, and shall be released to the Purchaser in book-entry or equivalent
electronic form upon vesting.

	 
	5.	 	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 the Purchaser or other subsequent
transfers by the Purchaser of any shares of Restricted Stock 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
Purchaser and other stockholders, (c) restrictions as to the use of a specified brokerage
firm for such resales or other transfers or (d) restrictions under federal or state
securities laws.

	 
	6.	 	ADJUSTMENTS TO RESTRICTED STOCK

	 
	 	 	Upon or in contemplation of any reclassification, recapitalization, stock split, reverse
stock split or stock dividend; any merger, combination, consolidation or other
reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in
respect of the Common Stock (whether in the form of securities or property); any exchange of
Common Stock or other securities of the Company, or any similar, unusual or extraordinary
corporate transaction in respect of the Common Stock; or a sale of substantially all the
assets of the Company as an entirety; then the Company shall, in its sole discretion and in
such manner, to such extent (if any) and at such time as it deems appropriate and equitable
in the circumstances, make adjustments if appropriate in the number of shares of Restricted
Stock awarded.

	 
	7.	 	INCOME TAXES







	 	A.	 	The Purchaser (and not the Company) shall be responsible for the Purchaser’s
own tax liability that may arise as a result of the acquisition of the shares of
Restricted Stock. The Purchaser shall consider the advisability of all tax elections
in connection with the purchase of the shares of Restricted Stock, including the making
of an election under Section 83(b) under the Internal Revenue Code of 1986, as amended
(“Code”); the Company has no responsibility for the making of such Section 83(b)
election. In the event the Purchaser determines to make a Section 83(b) election, the
Purchaser agrees to timely provide a copy of the election to the Company as required
under the Code.

	 
	 	B.	 	Withholding.







	 	1.	 	The Company shall be entitled to require payment of any sums
required by federal, state or local tax law to be withheld with respect to the
transfer of the Restricted Stock or the lapse of the Repurchase Right with
respect to the Restricted Stock, or any other taxable event related thereto.
The Company may permit the Purchaser to make such payment in one or more of the forms
specified below:





 


 









 





	 	(a)	 	by cash or check made payable to the Company;

	 
	 	(b)	 	by the deduction of such amount from other
compensation payable to the Purchaser;

	 
	 	(c)	 	by tendering Shares which are not subject to
the Repurchase Right and which have a then current Fair Market Value
not greater than the amount necessary to satisfy the Company’s
withholding obligation based on the minimum statutory withholding rates
for federal, state and local income tax and payroll tax purposes; or

	 
	 	(d)	 	in any combination of the foregoing.







	 	2.	 	In the event the Purchaser fails to provide timely payment of
all sums required by the Company pursuant to Section 7.B., the Company shall
have the right and option, but not obligation, to treat such failure as an
election by the Purchaser to provide all or any portion of such required
payment by means of tendering Shares in accordance with Section 7.B(1)(c).







	8.	 	TRANSFERABILITY OF RESTRICTED STOCK

	 
	 	 	Until vested, shares of Restricted Stock may not be sold, pledged or otherwise encumbered or
disposed of and shall not be assignable or transferable except by will, the laws of descent
and distribution or pursuant to a DRO entered by a court in settlement of marital property
rights, except as specifically provided in the Award Agreement.

	 
	 	 	Any share certificate(s) evidencing any Unvested Shares shall be endorsed with the following
legend and any other legend(s) that may be required by any applicable federal or state
securities laws:






“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN
FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF ARESTRICTED STOCK AWARD TERM SHEET, THE PLAN AND STANDARD TERMS AND
CONDITIONS GOVERNING SUCH SHARES, ALL OF WHICH ARE ON FILE WITH THE
SECRETARY OF THE COMPANY.”




The Purchaser agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.




The Company shall not be required (1) to transfer on its books any shares of Restricted
Stock that have been sold or otherwise transferred in violation of any of the provisions of
these Standard Terms and Conditions, or (2) to treat as owner of such shares of Restricted
Stock or to accord the right to vote or pay dividends to any purchaser or other transferee
to whom such shares shall have been so transferred.


 


 









 






	9.	 	THE PLAN AND OTHER AGREEMENTS

	 
	 	 	In addition to these Standard Terms and Conditions, the Award shall be subject to the terms
of the Plan, which are incorporated into these Standard Terms and Conditions by this
reference. A copy of the Plan, and the accompanying prospectus, is available at the
Company’s intranet site.

	 
	 	 	The Standard Terms and Conditions and the Plan constitute the entire understanding between
the Purchaser and the Company regarding the Award. Any prior agreements, commitments or
negotiations concerning the Award are superseded.

	 
	 	 	Notwithstanding any other provision of the Plan or the Award Agreement, if Purchaser is
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Plan, the shares of Restricted Stock and the 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, the Award Agreement shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

	 
	10.	 	NO EMPLOYMENT RIGHT

	 
	 	 	Nothing in the Plan, in the Award Agreement or any other instrument executed pursuant to the
Plan shall confer upon the Purchaser any right to continue in the Company’s employ or
service nor limit in any way the Company’s right to terminate the Purchaser’s Continuous
Service at any time for any reason.

	 
	 	 	Notwithstanding anything in the Award Agreement or the Plan to the contrary, the Award
Agreement shall be governed by and are subject to the terms and conditions of the
Purchaser’s employment agreement, if applicable, with the Company.

	 
	11.	 	DEFINITIONS

	 
	 	 	For purposes of these Standard Terms and Conditions, the following defined terms shall have
the meaning ascribed below:

	 
	 	 	“Continuous Service” means (i) employment by either the Company or any Subsidiary, or by a
corporation or a parent or subsidiary of a corporation that provides for the continuance or
assumption of the Award Agreement or the substitution for the Award Agreement of a new
agreement of comparable value covering shares of a successor corporation (with appropriate
adjustments as to the number and kind of shares and the purchase price), which is
uninterrupted except for vacations, illness (except for Disability), or leaves of absence
which are approved in writing by the Company or such other employer corporation, (ii)
service as a member of the Board until the Purchaser dies, resigns, is removed from office,
or the Purchaser’s term of office expires and he or she is not reelected, or (iii) so long
as the Purchaser is engaged as Service Provider to the Company or other corporation referred
to in clause (i) above.

	 
	12.	 	GENERAL

	 
	 	 	In the event that any provision of these Standard Terms and Conditions 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 these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.





 


 









 






The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.




These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.




All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its sole and absolute discretion.




The validity, construction, interpretation, and effect of this Award Agreement shall be
governed by and determined in accordance with the laws of the State of California.