EXHIBIT 10.2


 


SUPERGEN, INC.


 


2008 EMPLOYEE STOCK PURCHASE PLAN


 


1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions.  It is the Company’s
intention to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423
of the Internal Revenue Code of 1986, as amended.  The provisions of the Plan, accordingly, will
be construed so as to extend and limit Plan participation in a manner
consistent with the requirements of Section 423 of the Code.


 


2.     Definitions


 


(a)   “Administrator”
means the Board or any committee appointed by the Board.


 


(b)   “Board” means
the Board of Directors of the Company.


 


(c)   “Code” means the
Internal Revenue Code of 1986, as amended. 
Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.


 


(d)   “Common Stock”
means the common stock of the Company.


 


(e)   “Company” means
SuperGen, Inc., a Delaware corporation, and any Designated Subsidiary of
the Company.


 


(f)    “Compensation”
means all base straight time gross earnings, bonuses and commissions, exclusive
of payments for overtime, shift premium and other compensation.


 


(g)   “Designated Subsidiary”
means any Subsidiary which has been designated by the Administrator from time
to time in its sole discretion as eligible to participate in the Plan.


 


(h)   “Employee” means
any individual who is an Employee of the Company for tax purposes whose
customary employment with the Company is at least twenty (20) hours per week
and more than five (5) months in any calendar year.  For purposes of the Plan, the employment
relationship will be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company.  Where the period of leave exceeds 90 days and
the individual’s right to reemployment is not guaranteed either by statute or
by contract, the employment relationship will be deemed to have terminated on
the 91st day of such leave.


 


(i)    “Enrollment Date”
means the first day of each Offering Period.


 


(j)    “Exercise Date”
means the last Trading Day of each Offering Period.


 


(k)   “Fair Market Value”
means, as of any date, the value of Common Stock determined as follows:


 


(i)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq Global Select Market, the Nasdaq Global 


 

















 


Market or the Nasdaq Capital
Market of The Nasdaq Stock Market, its Fair Market Value will be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day on the date
of such determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(ii)     If the Common Stock is regularly quoted by
a recognized securities dealer but selling prices are not reported, its Fair
Market Value will be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or


 


(iii)    In the absence of an established market for
the Common Stock, the Fair Market Value thereof will be determined in good
faith by the Administrator.


 


(l)    “Offering Period”
means a period of approximately six (6) months during which an option
granted pursuant to the Plan may be exercised, commencing on the first Trading
Day on or after May 15 and terminating on the last Trading Day in the
period ending the following November 14, or commencing on the first
Trading Day on or after November 15 and terminating on the last Trading
Day in the period ending the following May 14. The duration of Offering
Periods may be changed pursuant to Section 4 of this Plan.


 


(m)  “Plan” means
this SuperGen, Inc. 2008 Employee Stock Purchase Plan.


 


(n)   “Purchase Price”
means an amount equal to eighty-five percent (85%) of the Fair Market Value of
a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower.


 


(o)   “Reserves” means
the number of shares of Common Stock covered by each option under the Plan
which have not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Plan but not yet placed under
option.


 


(p)   “Subsidiary”
means a corporation, domestic or foreign, of which not less than fifty percent
(50%) of the voting shares are held by the Company or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.


 


(q)   “Trading Day”
means a day on which the national stock exchanges and the Nasdaq System are
open for trading.


 


3.     Eligibility


 


(a)   Any Employee who is employed by the Company
on a given Enrollment Date will be eligible to participate in the Plan.


 


(b)   Any provisions of the Plan to the contrary
notwithstanding, no Employee will be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other
person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital stock of the



 


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Company or of any
Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and any Subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the Fair Market Value of the stock at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.


 


4.     Offering Periods.  The Plan will be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after May 15 and November 15 of each year, or on such other
date as the Administrator will determine, and continuing thereafter until
terminated in accordance with Section 20 hereof.  The Administrator will have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


 


5.     Participation


 


(a)   An eligible Employee may participate in the
Plan by (i) completing a subscription agreement authorizing payroll
deductions in the form of Exhibit A to this Plan and filing it with the
Company’s payroll office prior to the applicable Enrollment Date or (ii) following
an electronic or other enrollment procedure prescribed by the Administrator.


 


(b)   Payroll deductions for a participant will
commence on the first payroll following the Enrollment Date and will end on the
last payroll in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10
hereof.


 


6.     Payroll Deductions


 


(a)   At the time a participant files his or her
subscription agreement, he or she will elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding twenty
percent (20%) of the Compensation which he or she receives on each pay day
during the Offering Period.


 


(b)   A participant may not make any additional
payments into such account.


 


(c)   A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, or may
decrease the rate of his or her payroll deductions during the Offering Period
by completing and submitting to the Company’s payroll office a new subscription
agreement authorizing a change in payroll deduction rate.  The Administrator may, in its sole
discretion, limit the number of participation rate changes during any Offering
Period.  The change in rate will be
effective with the first full payroll period following five (5) business
days after the Company’s receipt of the new subscription agreement unless the
Company elects to process a given change in participation more quickly.  A participant’s subscription agreement will
remain in effect for successive Offering Periods unless terminated as provided
in Section 10 hereof.


 


(d)   Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof,
a participant’s payroll deductions may be decreased to zero percent (0%) at any
time during an Offering Period.


 


(e)   At the time the option is exercised, in whole
or in part, or at the time some or all of the Common Stock issued under the
Plan is disposed of, the participant must make adequate provision for the 


 


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Company’s federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. 
At any time, the Company may, but will not be obligated to, withhold
from the participant’s compensation the amount necessary for the Company to
meet applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefits attributable to
the sale or early disposition of Common Stock by the Employee.


 


7.     Grant of Option.  On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period will be
granted an option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the Common Stock
determined by dividing such Employee’s payroll deductions accumulated prior to
such Exercise Date and retained in the Participant’s account as of the Exercise
Date by the applicable Purchase Price; provided that in no event will an
Employee be permitted to purchase during each Offering Period more than 1,500
shares (subject to any adjustment pursuant to Section 19 hereof), and
provided further that such purchase will be subject to the limitations set
forth in Sections 3(b) and 12 hereof. 
The Administrator may, for future Offering Periods, increase or
decrease, in its sole discretion, the maximum number of shares of Common Stock
that an Employee may purchase during each Offering Period.   Exercise of the option will occur as
provided in Section 8 hereof, unless the participant has withdrawn
pursuant to Section 10 hereof.  The
option will expire on the last day of the Offering Period.


 


8.     Exercise of Option.  Unless a participant withdraws from the Plan
as provided in Section 10 hereof, his or her option for the purchase of
shares will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to option will be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. 
No fractional shares will be purchased; any payroll
deductions accumulated in a participant’s account which are not sufficient to
purchase a full share will be retained in the participant’s account for the
subsequent Offering Period, subject to earlier withdrawal by the participant as
provided in Section 10 hereof.  Any
other monies left over in a participant’s account after the Exercise Date will
be returned to the participant. During a participant’s lifetime, a participant’s
option to purchase shares hereunder is exercisable only by him or her.


 


9.     Delivery.  As soon as reasonably practicable after each
Exercise Date on which a purchase of shares of Common Stock occurs, the Company
will arrange the delivery to each participant of the shares purchased upon
exercise of his or her option in a form determined by the Administrator (in its
sole discretion).  No participant will
have any voting, dividend or other stockholder rights with respect to shares of
Common Stock subject to any option granted under the Plan until such shares
have been purchased and delivered to the participant as provided in this Section 9.


 


10.   Withdrawal


 


(a)   A participant may withdraw all but not less
than all the payroll deductions credited to his or her account and not yet used
to exercise his or her option under the Plan at any time by (i) giving
written notice to the Company’s payroll office in the form of Exhibit B to
this Plan or (ii) following an electronic or other withdrawal procedure
prescribed by the Administrator.  All of
the participant’s payroll deductions credited to his or her account will be
paid to such participant promptly after receipt of notice of withdrawal and
such participant’s option for the Offering Period will be automatically
terminated, and no further payroll deductions for the purchase of shares will
be made for such Offering Period.  If a
participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement.


 


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(b)   A participant’s withdrawal from an Offering
Period will not have any effect upon his or her eligibility to participate in
any similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.


 


11.   Termination of Employment.  Upon a participant’s ceasing to be an
Employee for any reason, he or she will be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant’s account
during the Offering Period but not yet used to exercise the option will be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant’s
option will be automatically terminated. 
The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment will be treated as
continuing to be an Employee for the participant’s customary number of hours
per week of employment during the period in which the participant is subject to
such payment in lieu of notice.


 


12.   Interest.  No interest will accrue on the payroll
deductions of a participant in the Plan.


 


13.   Stock


 


(a)   The maximum number of shares of the Company’s
Common Stock which will be made available for sale under the Plan will be two
hundred fifty thousand (250,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof.  If, on a given Exercise Date, the number of
shares with respect to which options are to be exercised exceeds the number of
shares then available under the Plan, the Company will make a pro rata
allocation of the shares remaining available for purchase in as uniform a
manner as is reasonably practicable and as it determines to be equitable.


 


(b)   Until the shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), a participant will have only the rights of an
unsecured creditor with respect to such shares, and no right to vote or receive
dividends or any other rights as a stockholder will exist with respect to such
shares.


 


(c)   Shares of Common Stock to be delivered to a
participant under the Plan will be registered in the name of the participant or
in the name of the participant and his or her spouse.


 


14.   Administration.  The Plan will be administered by the Board or
a committee appointed by the Board.  The
Administrator will have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan.  Every finding, decision and determination
made by the Administrator will, to the full extent permitted by law, be final
and binding upon all parties.


 


15.   Designation of Beneficiary


 


(a)   A participant may file a written designation
of a beneficiary who is to receive any shares of Common Stock and cash, if any,
from the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such shares and cash.  In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such 


 


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participant’s death prior to
exercise of the option.  If a participant
is married and the designated beneficiary is not the spouse, spousal consent
will be required for such designation to be effective.


 


(b)   Such designation of beneficiary may be
changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company will deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


16.   Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition will be without effect, except that the Company may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.


 


17.   Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate purpose,
and the Company will not be obligated to segregate such payroll
deductions.  Until shares of Common Stock
are issued, participants will only have the rights of an unsecured creditor
with respect to such shares.


 


18.   Reports.  Individual accounts will be maintained for
each participant in the Plan.  Statements
of account will be given to participating Employees at least annually, which
statements will set forth the amounts of payroll deductions, the Purchase Price,
the number of shares purchased and the remaining cash balance, if any.


 


19.   Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale


 


(a)   Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section 7), as
well as the price per share and the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised will be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company will not be deemed to have been “effected
without receipt of consideration.”  Such
adjustment will be made by the Administrator, whose determination in that
respect will be final, binding and conclusive. 
Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, will affect, and no adjustment by reason thereof will be made with
respect to, the number or price of shares of Common Stock subject to an option.


 


(b)   Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress will be
shortened by setting a new Exercise Date (the “New 


 


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Exercise Date”), and will terminate immediately prior to
the consummation of such proposed dissolution or liquidation, unless provided
otherwise by the Administrator.   The New
Exercise Date will be before the date of the Company’s proposed dissolution or
liquidation.  The Administrator will
notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participant’s option
has been changed to the New Exercise Date and that the participant’s option
will be exercised automatically on the New Exercise Date, unless prior to such
date the participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


(c)   Merger or Asset Sale.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option will
be assumed or an equivalent option substituted by the successor corporation or
a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation
refuses to assume or substitute for the option, the Offering Period then in
progress will be shortened by setting a new Exercise Date (the “New Exercise Date”).  
The New Exercise Date will be before the date of the Company’s proposed
sale or merger.  The Administrator will
notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participant’s option
has been changed to the New Exercise Date and that the participant’s option
will be exercised automatically on the New Exercise Date, unless prior to such
date the participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


20.   Amendment or Termination


 


(a)   The Administrator may at any time and for any
reason terminate, suspend or amend the Plan. 
Except as provided in Section 19 hereof, no such termination can
affect options previously granted, provided that an Offering Period may be
terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Plan is in the best interests of the
Company and its stockholders.  Except as
provided in Section 19 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant.  To the extent necessary to
comply with Section 423 of the Code (or any other applicable law,
regulation or stock exchange rule), the Company will obtain stockholder
approval in such a manner and to such a degree as required.


 


(b)   Without stockholder consent and without
regard to whether any participant rights may be considered to have been “adversely
affected” as described in Section 20(a), the Administrator will be
entitled to change the Offering Periods, limit the frequency and/or number of
changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s processing
of properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each participant
properly correspond with amounts withheld from the participant’s Compensation,
and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable which are consistent with the Plan.


 


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In the event the
Administrator determines that the ongoing operation of the Plan may result in
unfavorable financial accounting consequences, the Administrator may, in its
discretion and, to the extent necessary or desirable, modify, amend or terminate
the Plan to reduce or eliminate such accounting consequence including, but not
limited to:


 


amending
the Plan to conform with the safe harbor definition under Statement of
Financial Accounting Standards 123(R), including with respect to an Offering
Period underway at the time;


 


altering
the Purchase Price for any Offering Period including an Offering Period
underway at the time of the change in Purchase Price;


 


shortening
any Offering Period by setting a New Exercise Date, including an Offering
Period underway at the time of the Administrator action;


 


reducing
the maximum percentage of Compensation a participant may elect to set aside as
payroll deductions; and


 


reducing
the maximum number of Shares a participant may purchase during any Offering
Period.


 


Such modifications or
amendments will not require stockholder approval or the consent of any Plan
participants.


 


21.   Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan will be deemed
to have been duly given when received in the form and manner specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.


 


22.   Conditions Upon Issuance of Shares.  Shares of Common Stock will not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto will comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed,
and will be further subject to the approval of counsel for the Company with
respect to such compliance.


 


As a condition to the
exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


 


23.   Term of Plan.  The Plan will become effective upon the
earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company.  It will
continue in effect for a term of ten (10) years unless sooner terminated
under Section 20 hereof.


 


24.   Stockholder Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the
Plan is adopted by the Board.  Such
stockholder approval will be obtained in the manner and to the degree required
under applicable laws.


 


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EXHIBIT A


 


SUPERGEN, INC.


 


2008 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  o

  	
  Original
  Application (Complete Line 2)

  	
  Enrollment
  Date:

  
	
   

  	
   

  	
   

  
	
  o

  	
  Change
  in Payroll Deduction Rate (Complete Line 3)

  	
   

  
	
   

  	
   

  	
   

  
	
  o

  	
  Change
  of Beneficiary(ies)

  	
   

  
				



 


1.                                                                                                              hereby
elects to participate in the SuperGen, Inc. 2008 Employee Stock Purchase
Plan (the “Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Plan.


 


2.                                       I hereby authorize payroll deductions from
each paycheck in the amount of
$                  
or           % of my
Compensation on each payday (from 1% to 20%) during the Offering Period in
accordance with the Plan.


 


3.                                       I hereby authorize a change in payroll
deductions from each paycheck to the amount of
$              
or         % of my Compensation on each
payday (from 0% to 20%) during the Offering Period in accordance with the Plan.


 


4.                                       I understand that said payroll deductions
will be accumulated for the purchase of shares of Common Stock at the
applicable Purchase Price determined in accordance with the Plan.  I understand that if I do not withdraw from
an Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.


 


5.                                       I have received a copy of the complete
Plan.  I understand that my participation
in the Plan is in all respects subject to the terms of the Plan.  I understand that my ability to exercise the
option under this Subscription Agreement is subject to stockholder approval of
the Plan.


 


6.                                       Shares purchased for me under the Plan should
be issued in the name(s) of (Employee or Employee and Spouse only): 
                                            .


 


7.                                       I understand that if I dispose of any shares
received by me pursuant to the Plan within two (2) years after the
Enrollment Date (the first day of the Offering Period during which I purchased
such shares), I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to
the excess of the fair market value of the shares at the time 


 


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such
shares were purchased by me over the price which I paid for the shares.  I hereby agree to notify the Company in
writing within thirty (30) days after the date of any disposition of shares and
I will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock.  The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me. If I dispose of such shares at any time
after the expiration of the two (2)-year holding period, I understand that I
will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (i) the
excess of the fair market value of the shares at the time of such disposition
over the purchase price which I paid for the shares, or (ii) fifteen
percent (15%) of the fair market value of the shares on the first day of the
Offering Period.  The remainder of the
gain, if any, recognized on such disposition will be taxed as capital gain.


 


8.                                       I hereby agree to be bound by the terms of
the Plan.  The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Plan.


 


9.                                       In the event of my death, I hereby designate
the following as my beneficiary(ies) to receive all payments and shares due me
under the Plan:


 


	
  NAME:
  (Please print)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee’s Social

  	
   

  	
   

  	
   

  	
   

  
	
  Security Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee’s Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


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I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  of Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse’s
  Signature (If beneficiary other than spouse)

  



 


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EXHIBIT B


 


SUPERGEN, INC.


 


2008 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


The
undersigned participant in the Offering Period of the SuperGen, Inc. 2008
Employee Stock Purchase Plan which began on
                      
20     (the “Enrollment Date”)
hereby notifies the Company that he or she hereby withdraws from the Offering
Period.  He or she hereby directs the Company
to pay to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period.  The undersigned understands and agrees that
his or her option for such Offering Period will be automatically
terminated.  The undersigned understands
further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned will be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.


 


 


	
   

  	
  Name and Address of Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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