SPECTRUM PHARMACEUTICALS, INC.
2003 AMENDED AND RESTATED INCENTIVE AWARD PLAN
SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation (the "COMPANY"), has adopted this
2003 Amended and Restated Incentive Award Plan, (the "PLAN"), which amends and restates the Spectrum
Pharmaceuticals, Inc. 2003 Stock Incentive Plan for the benefit of its eligible employees, consultants and
1.1 General. The purpose of the Plan is to promote the success and enhance the value of the Company by linking
the personal interests of the members of the Board, employees, consultants, officers, and executives of the
Company and any Subsidiary, to those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further
intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members
of the Board, employees, consultants, officers, and executives of the Company upon whose judgment, interest,
and special effort the successful conduct of the Company's operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. The following words and phrases shall have the following meanings:
(a) "AWARD" means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance
Share award, a Dividend Equivalents award, a Stock Payment award, a Restricted Stock Unit award, or a
Performance-Based Award granted to a Participant pursuant to the Plan.
(b) "AWARD AGREEMENT" means any written or electronic agreement, contract, or other instrument or
document evidencing an Award.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CAUSE" includes one or more of the following: (i) the commission of an act of fraud, embezzlement or
dishonesty by a Participant that has a material adverse impact on the Company or any successor or parent or
Subsidiary thereof; (ii) a conviction of