1993 STOCK OPTION PLAN
(AMENDED AND RESTATED EFFECTIVE FEBRUARY 3, 1997)
1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are:
- to attract and retain the best available personnel for positions of substantial responsibility,
- to provide additional incentive to Employees, Directors and Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined
by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the administration of stock option plans under
U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means SuperGen, Inc., a California corporation.
(h) "CONSULTANT" means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services and who is compensated for such services.
(i) "CONTINUOUS STATUS AS A DIRECTOR OR CONSULTANT" means that the employment
relationship, directorship or consulting relationship with the Company, any Parent, or Subsidiary, is not
interrupted or terminated. Continuous Status as a Director or Consultant shall not be considered interrupted