Exhibit 10.9





Exhibit 10.9




SPECTRUM PHARMACEUTICALS, INC.

TERM SHEET FOR 2009 INCENTIVE AWARD PLAN

NONQUALIFIED STOCK OPTION AWARD

AWARDED TO NON-EMPLOYEE DIRECTORS




FOR GOOD AND VALUABLE CONSIDERATION, Spectrum Pharmaceuticals, Inc. (the “Company”), hereby grants
to the Participant named below a nonqualified stock option (the “Option”) to purchase any part or
all of the number of shares of its common stock (the “Common Stock”), that are covered by this
Option, as specified below, at the Exercise Price per share specified below and 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. This Option is
granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms
and Conditions.



	 	 	 	 	 
	Name of Participant:
	 	 	 	 
	Grant Date:
	 	 	 	 
	Number of Shares of Common Stock covered by Option:
	 	 	 	 
	Exercise Price Per Share:
	 	$	 	 
	Vesting Schedule:
	 	 	 	 






This Option is not intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. 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 this Term Sheet, the Plan and the Standard Terms and
Conditions.



IN WITNESS WHEREOF, the Company has caused this Option 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 Option 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
	 	 







 


 









 







SPECTRUM PHARMACEUTICALS, INC.

STANDARD TERMS AND CONDITIONS FOR

NONQUALIFIED STOCK OPTION AWARD

GRANTED TO NON-EMPLOYEE DIRECTORS




These Standard Terms and Conditions apply to any Options granted under the Spectrum
Pharmaceuticals, Inc. 2009 Incentive Award Plan (the “Plan”) to non-employee members of the
Company’s Board of Directors, which are identified as nonqualified stock options 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 OPTION

	 
	 	 	SPECTRUM PHARMACEUTICALS, INC. (the “Company”), has granted to the Participant named in the
Term Sheet provided to said Participant herewith (the “Term Sheet”) a nonqualified stock
option (the “Option”) to purchase up to the number of shares of the Company’s common stock
(the “Common Stock”), set forth in the Term Sheet, at the purchase price per share and 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. For purposes of these
Standard Terms and Conditions and the Term Sheet, any reference to the Company shall include
a reference to any Subsidiary.

	 
	2.	 	NON-QUALIFIED STOCK OPTION

	 
	 	 	The Option is not intended to be an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

	 
	3.	 	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 a member of the Board. Participant may exercise
any vested portion of the Option at any time prior to the Expiration Date of the Option.

	 
	 	 	To exercise the Option (or any part thereof), Participant shall provide notice to the
Company specifying the number of whole shares of Common Stock Participant wishes to purchase
and how Participant’s shares of Common Stock 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 of Common Stock until Participant shall
have paid the total Exercise Price for that number of shares of Common Stock. The Exercise
Price may be paid as permitted in the Plan.

	 
	 	 	Fractional shares will not be issued. Shares of Common Stock will be issued as soon as
practical after exercise. Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares hereunder would violate any federal,
state or other applicable laws.





 


 









 





	4.	 	EXPIRATION OF OPTION

	 
	 	 	The Option shall expire and cease to be exercisable ten (10)
years after the Grant Date of the Option (the Expiration Date), except as provided in this Section 4.







	 	A.	 	This Option shall expire and cease to be exercisable upon the earlier of the
Expiration Date of the Option or the expiration of five (5) years from the date of
termination of Participant’s Continuous Service if such termination occurs for any
reason other than (i) removal from office by action of the Board or the stockholders of
the Company, or (ii) a failure to be elected as a director by the stockholders at any
meeting of the stockholders at which Participant was a candidate for election to the
Board, or (iii) Participant resigning from the Board prior to the expiration of his or
her term of office.

	 
	 	B.	 	This Option shall expire and cease to be exercisable upon the earlier of the
Expiration Date of the Option or the expiration of three (3) months from the date of
termination of Participant’s Continuous Service if such termination is due to (i)
removal from office by action of the Board or the stockholders of the Company, or (ii)
a failure to be elected as a director by the stockholders at any meeting of the
stockholders at which Participant was a candidate for election to the Board, or (iii)
Participant resigning from the Board prior to the expiration of his or her term of
office.







	5.	 	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 the Participant or other
subsequent transfers by the Participant of any shares of Common Stock 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
federal or state securities laws.

	 
	6.	 	INCOME TAXES

	 
	 	 	To the extent required by applicable federal, state, local or foreign law, the 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.

	 
	7.	 	NON-TRANSFERABILITY OF OPTION

	 
	 	 	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 the 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.





 


 









 





	8.	 	THE PLAN AND OTHER AGREEMENTS

	 
	 	 	In addition to these Standard Terms and Conditions, the Option 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 Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the 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 the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
upon exercise of the Option or any part of it. Nothing in the Plan, in the Term Sheet,
these Standard Terms and Conditions or any other instrument executed pursuant to the Plan
shall confer upon the Participant any employment rights or any rights to continue as a
director with the Board or in service to the Company.

	 
	10.	 	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.

	 
	12.	 	“MARKET STAND-OFF” CONDITIONS

	 
	 	 	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, the Term Sheet and these Standard Terms and Conditions and to adopt such rules for the
administration, interpretation and application of the Plan 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 the
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 or the Option.
Notwithstanding the provision of Sections 10.1(a) — 10.1(d) of the Plan, the Committee
shall have the discretion to provide terms and conditions regarding (i) the vesting of this
Option in the event of a Change in Control, and/or (ii) the assumption of this Option or
issuance of comparable securities or new incentives in the event of a Change in Control.

	 
	14.	 	NOTICES

	 
	 	 	Any notice, demand or request required or permitted to be given under the Term Sheet and
these Standard Terms and Conditions 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 the 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 California.

	 
	16.	 	SEVERABILITY

	 
	 	 	Should any provision or portions of this Agreement be held to be unenforceable or invalid
for any reason, the remaining provisions and portions of this Agreement shall be unaffected
by such holding.

	 
	17.	 	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.