SPECTRUM PHARMACEUTICALS, INC.
THIRD AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN
(As Amended and Restated Effective as of September 26, 2006)
The SPECTRUM PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED 1997
STOCK INCENTIVE PLAN (formerly the NeoTherapeutics, Inc. Amended and Restated 1997 Stock
Incentive Plan) (the “Plan”) was originally established by Spectrum Pharmaceuticals, Inc. (formerly known as
NeoTherapeutics, Inc.) (the “Company”), and first adopted by its Board of Directors as of the 2nd day of May,
1997 (the “Effective Date”). The Plan was subsequently amended on March 19, 1999, May 6, 1999, December
15, 1999, March 24, 2000, November 2, 2000, March 19, 2001, October 9, 2001, and February 11, 2002.
The Plan was first amended and restated on March 23, 2002 and subsequently renamed, amended and restated
on April 13, 2003. On September 26, 2006, the Board amended and restated the Plan to reflect the changes
approved by the Board on such date.
ARTICLE 1 .
PURPOSES OF THE PLAN
1.1 Purposes . The purposes of the Plan are (a) to enhance the Company’s ability to attract and
retain the services of qualified Employees, Officers and Directors (including non-employee Officers and
Directors), and Consultants upon whose judgment, initiative and efforts the successful conduct and development
of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to
devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an
opportunity to participate in the ownership of the Company and thereby have an interest in the success and
increased value of the Company.
ARTICLE 2 .
For purposes of this Plan, the following terms shall have the meanings indicated:
2.1 Administrator . “Administrator” means the Board or, if the Board delegates responsibility
for any matter to the Committee, the term Administrator shall mean the Committee.