Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 4, 2023, Spectrum Pharmaceuticals, Inc. (the "Company") reported that
Dr. Francois Lebel resigned from employment as the Company's Executive Vice
President and Chief Medical Officer, effective December 31, 2022 (the
"Termination Date").
On December 31, 2022, the Company and Dr. Lebel entered into a Confidential
Separation Agreement and General Release (the "Separation Agreement") which
shall become effective on the eighth calendar day following the Termination
Date. Pursuant to the Separation Agreement, the Executive Employment Agreement
between the Company and Dr. Lebel (the "Employment Agreement"), previously filed
as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ending June 30, 2019, has been terminated and Dr. Lebel has waived all rights,
benefits and all other types and forms of compensation that he may have been
entitled to upon separation from employment as set forth in the Employment
Agreement. Pursuant to the Separation Agreement, Dr. Lebel has agreed to a
general release with the Company and to certain restrictive covenants, including
confidentiality, non-disparagement and limitations on the hiring of Company
employees.
Under the terms of the Separation Agreement, Dr. Lebel is entitled to receive
(i) a bonus for the 2022 calendar year, equal to $148,500 USD, (ii) distribution
of his deferred compensation subject to regulatory guidelines, including vesting
of the Company match that is attributable to the 2022 plan year, and
(iii) accelerated vesting of any stock issued by the Company, including options
or shares subject to options granted to Dr. Lebel under the Company's Long Term
Investment Plan and/or under any stock option agreement between Dr. Lebel and
the Company, that were scheduled to vest in January, February and March of 2023
which will be accelerated and vest or become exercisable as of the Termination
Date.
In connection with Dr. Lebel's cessation of service, the Company and Dr. Lebel
also entered into a Consulting Agreement dated January 2, 2023 (the "Consulting
Agreement"), pursuant to which Dr. Lebel will provide consulting and advisory
services related to the Company's business, products, and as otherwise mutually
agreed from time to time, for a period of three (3) months. In exchange for his
counsel, Dr. Lebel will receive a consulting fee equal to $80,000. The
Consulting Agreement contains customary provisions relating to, among other
things, confidentiality, non-compete, non-disparagement, limitations on the
hiring of Company employees and work product ownership.
The foregoing is only a summary of the material terms of the Separation
Agreement and Consulting Agreement and does not purport to be a complete
description of the rights and obligations of the parties thereunder. The
foregoing descriptions of the Separation Agreement and Consulting Agreement are
qualified in their entirety by reference to the forms of Separation Agreement
and Consulting Agreement, copies of which are attached hereto as Exhibit 10.1
and Exhibit 10.2, respectively, and are incorporated herein by reference.
A copy of the Company's press release with respect to the matters addressed in
this Item 5.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Confidential Separation Agreement and General Release, dated
December 31, 2022, between Spectrum Pharmaceuticals, Inc. and Francois
Lebel.
10.2 Consulting Agreement, dated January 2, 2023, between Spectrum
Pharmaceuticals, Inc. and Francois Lebel.
99.1 Press release dated January 4, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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SPECTRUM PHARMACEUTICALS, INC. 
