Exhibit 10.14
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SUPERGEN, INC.
EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT
AGREEMENT
This Executive Employment and Confidential Information and Invention Assignment
Agreement (the "Agreement") is made and entered into as of January 1, 2004 (the
"Effective Date") by and between SuperGen, Inc., a Delaware corporation (the
"Company"), and James S. Manuso ("Executive").
RECITALS
WHEREAS, the Company and Executive desire to establish the terms on which the
Company will employ Executive as its President and Chief Executive Officer.
NOW, THEREFORE, in consideration of the premises and mutual promises, covenants,
and conditions contained herein, the Company and Executive agree on the terms
and conditions set forth herein 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, 2006.
2.
POSITIONS AND DUTIES.
EXECUTIVE AGREES
TO SERVE THE COMPANY AS ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER, OR IN SUCH
OTHER EXECUTIVE CAPACITY AS THE BOARD MAY FROM TIME TO TIME REQUEST.
DURING THE
TERM OF THIS AGREEMENT, EXECUTIVE WILL HAVE ALL DUTIES AND RESPONSIBILITIES THAT
ARE REASONABLY CONSISTENT WITH THESE TITLES AND POSITIONS AND 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 OF DIRECTORS (THE "BOARD"),
EXCEPT THAT WITHOUT THE 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.
3.1
COMPANY INFORMATION.
EXECUTIVE AGREES AT ALL
TIMES DURING THE TERM OF HIS EMPLOYMENT AND THEREAFTER, TO HOLD IN THE 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, ANY CONFIDENTIAL
INFORMATION OF THE 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 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 THAT HAVE BECOME
PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH NO WRONGFUL ACT OF
EXECUTIVE'S OR OF OTHERS WHO WERE UNDER CONFIDENTIALITY OBLIGATIONS AS TO THE
ITEM OR ITEMS INVOLVED OR IMPROVEMENTS