exv10w6






Exhibit 10.6




DENDREON CORPORATION

AMENDED AND RESTATED

2000 EMPLOYEE STOCK PURCHASE PLAN

2009 OFFERING




Adopted By the Board of Directors

December 3, 2008




Section 1 Introduction



At a meeting on December 2, 2008, the Compensation Committee of the Board of Directors of Dendreon
Corporation approved this Offering to Eligible Employees of Rights to purchase Company Shares
pursuant to the Dendreon Corporation Amended and Restated 2000 Employee Stock Purchase Plan and
recommended adoption of the Offering by the Board of Directors of Dendreon Corporation. The Board
of Directors of Dendreon Corporation adopted this Offering at a meeting on December 3, 2008.



The terms of the Offering are set forth below. Each capitalized word used in this Offering is
intended to have the same meaning as the term is defined in the Plan.



All Offerings are subject to the provisions of the Plan, including any Plan amendments and the
Committee’s interpretations of the Plan provisions. If any term(s) of the Offering conflict with
the provisions of the Plan or the Committee’s interpretations, the Plan provisions control.




Section 2 Eligible Employees



All Employees of the Company and its Affiliates who satisfy the following requirements are
“Eligible Employees”:




     (a) An Employee must be employed (within the meaning of Code Section 3401(c)) by the Company
or an Affiliate on the Offering Date;



     (b) The Employee’s customary employment is more than twenty (20) hours per week;



     (c) The Employee’s customary employment is more than five (5) months per calendar year; and



     (d) The Employee does not own stock (including Rights and unexercised stock options)
possessing five percent (5%) or more of the total combined voting power or value of all classes of
stock of the Company, as described in subparagraph 6(c) of the Plan.



Section 3 Offering and Offering Date




     (a) Offering Date




     (i) Effective for each Offering beginning on or after January 1, 2009, unless sooner
terminated in accordance with Section 3(b), such Offerings will end on the day
prior to the second anniversary after the Offering Date of the Offering, and a new



1









 






Offering will begin the next day, unless the Board discontinues future Offerings or amends
an Offering pursuant to Section 8.




     (ii) The Offering Date of Rights granted under Section 5 to an Eligible Employee who
was not an Eligible Employee on the Offering Date or to an Eligible Employee who was an
Eligible Employee on the Offering Date but failed to enroll in the Plan on or before the
Offering Date, is determined pursuant to Section 5.



     (b) Early Termination of Offering 



          Notwithstanding Section 3(a), if the Fair Market Value of the Shares on the day after any
Purchase Date during an Offering is less than the Fair Market Value on the Offering Date, then the
Offering will terminate, and the day after the Purchase Date will be the Offering Date of a new
Offering. The new Offering will end on the day prior to the second anniversary after the Offering
Date. Notwithstanding the foregoing, if the Fair Market Value of the Shares on the day after any
Purchase Date during an Offering is less than the Fair Market Value on the Offering Date for
Special Enrollment Rights provided under Section 5 but not less than the Fair Market Value of the
Shares on the Offering Date provided in Section 3(a)(i), then the Offering will not terminate.




Section 4 Participation




     (a) Enrollment



     An Eligible Employee may elect to begin participating in an Offering by submitting an
authorization of payroll deductions. The election must specify deductions of a whole percentage,
between one percent (1%) and fifteen percent (15%), of the Eligible Employee’s Earnings. Except as
provided in Section 5, an Eligible Employee must submit his or her initial payroll withholding
election no later than the Offering Date of the Offering. Payroll deductions will begin on the
Offering Date or as soon as administratively practicable after the Offering Date.



     (b) Increasing, Reducing, Discontinuing and Resuming Payroll Deductions




     (i) Increasing Deduction Percentage




     After enrollment, an Eligible Employee may increase the percentage of his or her future
Earnings that will be deducted to purchase Shares under an Offering. An election to
increase the deduction percentage must specify a greater whole percentage, up to fifteen
percent (15%), than the deduction percentage in effect before the election. An election to
change the deduction percentage will be effective on the later of:




     (A) the next Offering Date or the day after the next Purchase Date, whichever
is earlier, or




     (B) as soon as administratively practicable after the election is submitted.




     (ii) Reducing Deduction Percentage



 









 






     An Eligible Employee may elect to reduce the whole percentage (not below 1%) of his or
her future Earnings that will be deducted to purchase Shares under an Offering. Only one
election to reduce the deduction percentage will be effective each purchase period. An
election to reduce the deduction percentage will be effective beginning as soon as
administratively feasible after the election is submitted.




     (iii) Discontinuing Payroll Deductions




     (A) Election To Discontinue




     An Eligible Employee may elect to discontinue all future payroll deductions and
elect either to withdraw his or her accumulated payroll deductions (reduced to the
extent such deductions have been used to acquire Shares on prior Purchase Dates) or
to purchase Shares on the next Purchase Date with the accumulated payroll
deductions. Payroll deductions will cease as soon as administratively practicable
after the election is submitted. If the Employee elects to withdraw his or her
accumulated deductions, the accumulated payroll deductions (without any increase or
decrease for interest, gains or losses) will be distributed to the Employee as soon
as administratively practicable after the withdrawal election is submitted.




     (B) Resuming Payroll Deductions




     An Eligible Employee who discontinued payroll deductions during an Offering may
resume payroll deductions by submitting an authorization of payroll deductions. The
election must authorize deductions of a whole percentage, between one percent (1%)
and fifteen percent (15%), of the Eligible Employee’s future Earnings. Payroll
deductions will resume on the later of:




     (1) the day after the next Purchase Date after the election is
submitted, or




     (2) as soon as administratively practicable after the election is
submitted.



     (c) Election Procedures



     All elections must be in writing in the form required by the Committee and must be submitted
to the Committee at the time and in the manner required by the Committee. Employee payments will
be made only by payroll deduction in accordance with the Eligible Employee’s election; the Plan
will not accept additional payments.



     (d) Automatic Renewal



     Elections are deemed to continue in effect throughout an Offering and during subsequent
Offerings until changed by the Eligible Employee in accordance with Section 4(b).



     (e) Earnings



 









 





     “Earnings” means the total cash compensation paid to an Employee, including all salary, wages
(including compensation elected to be deferred by the Employee under any plan maintained by the
Company), overtime pay, commissions, bonuses, and other remuneration paid directly to the Employee,
but excluding, the value or cost of employee benefits provided by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or benefit program,
traveling expenses, business and moving expense reimbursements, income received in connection with
stock options or stock grants, and contributions made by the Company under any employee benefit
plan.



Section 5 Special Enrollment for New Hires and Late Enrollments




     An Eligible Employee who either (i) was not an Eligible Employee on an Offering Date or (ii)
was an Eligible Employee on the Offering Date but who did not enroll in the Plan on or before the
Offering Date, may elect to participate in the Offering that began on the Offering Date by
submitting an authorization of payroll deductions in accordance with Section 4(a). Rights granted
to Eligible Employees under this Section 5 (“Special Enrollment Rights”) have the same rights,
privileges and terms as other Rights granted during the Offering, except that Special Enrollment
Rights have a special Offering Date for purposes of determining the purchase price and commencement
of payroll deductions. The Offering Date for new hire Rights granted under this Section 5 is the
day after the next Purchase Date after the election is submitted. 



Section 6 Purchase Dates and Purchase Price




     (a) Purchase Dates




     On each Purchase Date, each Participant’s accumulated payroll deductions (without any
increase or decrease for interest, gains or losses) will be used to purchase whole Shares,
up to the maximum number of Shares permitted by the Plan and Section 7 below. Effective for
Offerings beginning on or after January 1, 2009, the Purchase Dates are each June 30 and
December 31. 



     (b) Purchase Price



     The purchase price of Shares is the lesser of (i) eighty-five percent (85%) of the Fair Market
Value of the Shares on the Offering Date, or (ii) eighty-five percent (85%) of the Fair Market
Value of the Shares on the Purchase Date.



Section 7 Purchase Limitations




     In no event will the following limitations be exceeded by any purchase under the Plan:



     (a) Purchase Date Share Limit



     On any Purchase Date during an Offering, an Employee may purchase in the aggregate no more
than seven thousand (7,000) Shares.



 









 





     (b) $25,000 Calendar Year Limit




     (i) $25,000 Limit



     The value of Shares that an Eligible Employee may purchase during any calendar year generally
cannot exceed twenty-five thousand dollars ($25,000). For purposes of the $25,000 limit in this
Section 7(b), the value of Shares is the Fair Market Value determined on the Offering Date. The
$25,000 limit may be increased during the second calendar year of an Offering by the excess of
$25,000 over the value of Shares an Eligible Employee purchased in the Offering during the
preceding calendar year. Any Shares purchased during the second calendar year of an Offering will
be applied first to the unused portion of the $25,000 limit for the first calendar year of the
Offering.




     (ii) Example



     Employee Smith first becomes a participant in the Plan on July 1, 2007 and receives a Special
Enrollment Right for an Offering that begins on July 1, 2007 and ends on December 31, 2008. On
July 1, 2007, the Fair Market Value of Shares is $10 per share. The maximum number of Shares that
Employee Smith may purchase during 2007 is 2,500 Shares ($25,000 / $10 per share).



     On December 31, 2007, the first purchase date during Employee Smith’s purchased 1,500 Shares.
The unused portion of Employee Smith’s $25,000 limit for 2007, or 1,000 Shares, is added to her
$25,000 limit for 2008. On June 30, 2008, the next Purchase Date during the Offering, Employee
Smith purchases 1,000 Shares. Employee Smith’s remaining $25,000 limit is 3,000 Shares (5,000 –
1,500 – 1,000 = 2,500). On December 31, 2008, Employee Smith purchases 1,500 Shares and 1,000
Shares remain unused from her 2008 limit for this Offering.



     January 1, 2009 is a new Offering Date, and a new Offering begins on January 1, 2009. The
Fair Market Value of Shares on the new Offering Date is $25 per Share. The maximum number of
Shares that Employee Smith may purchase during 2009 is 1,000 Shares (1,000 Shares x $25 = $25,000),
because the 1,000 unused Shares from the first Offering do not carry forward to the second
Offering.



     (c) Aggregate Limit



     The maximum aggregate number of Shares available to be purchased by all Eligible Employees
during an Offering is the number of Shares remaining available under Section 4 of the Plan on the
Offering Date. If the aggregate purchase of Shares under an Offering would exceed the maximum
available under the Plan, the Board will make a pro rata allocation of the available Shares.



Section 8 Amendments




     (a) Prospective Amendments



     The Board may amend the terms of any Offering or discontinue future Offerings to the extent
the Board deems necessary or advisable, as long as the amendment or discontinuance is



 









 




adopted before the Offering Date of the Offering to which it applies. An Offering cannot be
amended after the Offering Date of the Offering.




     (b) Exception



     If the terms of an Offering (or the Rights granted pursuant to an Offering) would not meet the
requirements of Code Section 423, the Board may modify the terms of an Offering to the extent
necessary to bring the Offering into compliance with Code Section 423.