EXHIBIT 10.1
SUPERGEN, INC.
EXECUTIVE EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
This Executive Employment, Confidential Information, Invention Assignment, and
Arbitration Agreement (this "Employment Agreement") is made as of March 1, 2002
(the "Effective Date"), by and between SuperGen, Inc., a Delaware corporation
(the "Company"), and Joseph Rubinfeld ("Executive").
BACKGROUND
A.
The Company and Executive were parties to that certain Employment,
Confidential Information and Invention Assignment Agreement, dated as of
January 1, 1994, as amended by Amendment No. 1 dated January 17, 1996, and as
further amended and restated on January 1, 1998 (the "Prior Employment
Agreement").
B.
The Prior Employment Agreement has expired and the parties desire
to enter into this Employment Agreement.
NOW THEREFORE, in consideration of the respective covenants and agreements of
the parties contained in this Agreement, the Company and Executive agree as
follows:
AGREEMENT
1.
TERM.
THE COMPANY HEREBY EMPLOYS EXECUTIVE AND EXECUTIVE HEREBY
ACCEPTS EMPLOYMENT, ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
THE TERM OF
THIS AGREEMENT SHALL COMMENCE UPON THE EFFECTIVE DATE AND SHALL CONTINUE UNTIL
AND INCLUDING DECEMBER 31, 2003.
2.
DUTIES.
EXECUTIVE AGREES TO SERVE THE COMPANY AS ITS PRESIDENT
AND CHIEF EXECUTIVE OFFICER, OR IN SUCH OTHER EXECUTIVE CAPACITY AS THE
COMPANY'S BOARD OF DIRECTORS (THE "BOARD") MAY FROM TIME TO TIME REQUEST.
DURING THE TERM OF THIS AGREEMENT, EXECUTIVE WILL DEVOTE ALL OF HIS NORMAL
BUSINESS TIME AND ATTENTION TO, AND USE HIS BEST EFFORTS TO ADVANCE, THE
BUSINESS OF THE COMPANY.
EXECUTIVE AGREES NOT TO ACTIVELY ENGAGE IN ANY OTHER
EMPLOYMENT, OCCUPATION OR CONSULTING ACTIVITY FOR ANY DIRECT OR INDIRECT
REMUNERATION WITHOUT THE PRIOR APPROVAL OF THE BOARD, EXCEPT THAT WITHOUT SUCH
PRIOR APPROVAL EXECUTIVE MAY SERVE ON THE BOARD OF DIRECTORS OF OTHER COMPANIES
IF IN SO DOING EXECUTIVE DOES NOT VIOLATE THE TERMS OF THIS AGREEMENT.
3.
CONFIDENTIAL INFORMATION.
(A)
COMPANY INFORMATION.
EXECUTIVE AGREES AT ALL TIMES DURING THE
TERM OF HIS EMPLOYMENT AND THEREAFTER, TO HOLD IN STRICTEST CONFIDENCE, AND NOT
TO USE, EXCEPT FOR THE BENEFIT OF THE COMPANY, OR TO DISCLOSE TO ANY PERSON,
FIRM OR CORPORATION WITHOUT WRITTEN AUTHORIZATION OF THE BOARD OF DIRECTORS OF
THE COMPANY, ANY CONFIDENTIAL INFORMATION OF THE
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COMPANY, EXCEPT UNDER A NON-DISCLOSURE AGREEMENT DULY AUTHORIZED AND EXECUTED BY
THE COMPANY.
EXECUTIVE UNDERSTANDS THAT "CONFIDENTIAL INFORMATION" MEANS ANY
NON-PUBLIC INFORMATION THAT RELATES TO THE ACTUAL OR ANTICIPATED BUSINESS OR
RESEARCH AND DEVELOPMENT OF THE COMPANY, TECHNICAL DATA, TRADE SECRETS OR
KNOW-HOW, INCLUDING, BUT NOT LIMITED TO, RESEARCH, PRODUCT PLANS OR OTHER
INFORMATION REGARDING COMPANY'S PRODUCTS OR SERVICES AND MARKETS THEREFOR,
CUSTOMER LISTS AND CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OF THE
COMPANY ON WHOM EXECUTIVE CALLED OR WITH WHOM EXECUTIVE BECAME ACQUAINTED DURING
THE TERM OF HIS EMPLOYMENT), SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES,
FORMULAS, TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION
INFORMATION, MARKETING, FINANCES OR OTHER BUSINESS INFORMATION.
EXECUTIVE
FURTHER UNDERSTANDS THAT CONFIDENTIAL INFORMATION DOES NOT INCLUDE ANY OF THE
FOREGOING ITEMS WHICH HAVE BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE
THROUGH NO WRONGFUL ACT