Exhibit 10.33


RIGEL PHARMACEUTICALS, INC.


2000 NON-EMPLOYEE DIRECTORS’ STOCK
OPTION PLAN


ADOPTED AUGUST 18, 2000

APPROVED BY STOCKHOLDERS SEPTEMBER 11, 2000

EFFECTIVE DATE: DECEMBER 4, 2000

AMENDED AND RESTATED APRIL 24, 2003

AMENDED AND RESTATED JUNE 20, 2003

APPROVED BY STOCKHOLDERS JUNE 20, 2003

AMENDED AND RESTATED APRIL 22, 2005

APPROVED BY STOCKHOLDERS JUNE 2, 2005

AMENDED AND RESTATED JANUARY 31, 2007

APPROVED BY STOCKHOLDERS MAY 31, 2007


1.             PURPOSES.


(a)           Eligible Option Recipients.  The persons eligible to receive Options
are the Non-Employee Directors of the Company.


(b)           Available Options.  The purpose of the Plan is to provide a
means by which Non-Employee Directors may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of
Nonstatutory Stock Options.


(c)           General Purpose.  The Company, by means of the Plan, seeks
to retain the services of its Non-Employee Directors, to secure and retain the
services of new Non-Employee Directors and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its
Affiliates.


2.             DEFINITIONS.


(a)           “Affiliate” means any
parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.


(b)           “Annual Grant” means
an Option granted annually to all Non-Employee Directors who meet the criteria
specified in subsection 6(b) of the Plan.


(c)           “Annual Meeting”  means the annual meeting of the stockholders
of the Company.


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


(e)           “Code” means the
Internal Revenue Code of 1986, as amended.


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


(g)           “Company” means Rigel
Pharmaceuticals, Inc., a Delaware corporation.


(h)           “Consultant” means any
person, including an advisor, (i) engaged by the Company or an Affiliate
to render consulting or advisory services and who is compensated for such
services or (ii) who is a member of the Board of Directors of an
Affiliate. However, the term “Consultant” shall not include either Directors of
the Company who are not compensated by the Company for their services 



 1
 









as Directors or
Directors of the Company who are merely paid a director’s fee by the Company
for their services as Directors.


(i)            “Continuous Service”
means that the Optionholder’s service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. The
Optionholder’s Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionholder renders service
to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Optionholder renders such service, provided
that there is no interruption or termination of the Optionholder’s service. For
example, a change in status without interruption from a Non-Employee Director
of the Company to a Consultant of an Affiliate or an Employee of the Company
will not constitute an interruption of Continuous Service. The Board or the
chief executive officer of the Company, in that party’s sole discretion, may
determine whether Continuous Service shall be considered interrupted in the
case of any leave of absence approved by that party, including sick leave,
military leave or any other personal leave.


(j)            “Director” means a
member of the Board of Directors of the Company.


(k)           “Disability” means the
permanent and total disability of a person within the meaning of Section 22(e)(3)
of the Code.


(l)            “Employee” means any
person employed by the Company or an Affiliate. Mere service as a Director or
payment of a director’s fee by the Company or an Affiliate shall not be
sufficient to constitute “employment” by the Company or an Affiliate.


(m)          “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


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


(i)            If the Common Stock is listed on any
established stock exchange or traded on the Nasdaq National Market or the
Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Common Stock) on the last market trading
day prior to the day of determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable.


(ii)           In the absence of such markets for the Common
Stock, the Fair Market Value shall be determined in good faith by the Board.


(o)           “Initial Grant” means
an Option granted to a Non-Employee Director who meets the criteria specified
in subsection 6(a) of the Plan.


(p)           “IPO Date” means the
effective date of the initial public offering of the Common Stock.


(q)           “Non-Employee Director”
means a Director who is not an Employee.


(r)           “Nonstatutory Stock Option”
means an Option not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated
thereunder.


(s)           “Officer” means a
person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.


(t)            “Option” means a
Nonstatutory Stock Option granted pursuant to the Plan.


(u)           “Option Agreement”
means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an individual Option grant. Each Option Agreement
shall be subject to the terms and conditions of the Plan.



 2
 









(v)            “Optionholder” means a
person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.


(w)           “Plan” means this
Rigel Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock Option
Plan.


(x)           “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to
Rule 16b-3, as in effect from time to time.


(y)           “Securities Act” means
the Securities Act of 1933, as amended.


3.             ADMINISTRATION.


(a)           Administration by Board.  The Board shall administer the Plan. The
Board may not delegate administration of the Plan to a committee.


(b)           Powers of Board.  The Board shall have the power, subject
to, and within the limitations of, the express provisions of the Plan:


(i)            To determine the provisions of each Option to
the extent not specified in the Plan.


(ii)           To construe and interpret the Plan and
Options granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in any Option
Agreement, in a manner and to the extent it shall deem necessary or expedient
to make the Plan fully effective.


(iii)         To amend the Plan or an Option as provided in
Section 12.


(iv)          To terminate or suspend the Plan as provided
in Section 13.


(v)            Generally, to exercise such powers and to
perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company that are not in conflict with the provisions of the
Plan.


(c)           Effect of Board’s Decision.  All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.


(d)           Cancellation and Re-Grant of Options.  Notwithstanding anything to the contrary
in the Plan, neither the Board nor any Committee shall have the authority to:
(i) reprice any outstanding Option under the Plan, (ii) cancel and
re-grant any outstanding Option under the Plan, or (iii) effect any other
action that is treated as a repricing under generally accepted accounting
principles unless, in each case, the stockholders of the Company have approved
such an action within twelve (12) months prior to such an event.


4.             SHARES SUBJECT TO THE PLAN.


(a)           Share Reserve.  Subject to the provisions of
Section 11 relating to adjustments upon changes in the Common Stock, the
Common Stock that may be issued pursuant to Options shall not exceed in the
aggregate 435,000 shares of Common Stock, which number consists of
(i) 33,333 shares of Common stock initially reserved for issuance under
the Plan plus (ii) 66,667 shares of Common stock approved by the Board in
April 2003 and subsequently approved by the Company’s stockholders plus
(iii) 225,000 shares of Common Stock approved by the Board in
April 2005 and subsequently approved by the Company’s stockholders plus
(iv) 110,000 shares of Common Stock approved by the Board in
January 2007 [and subsequently approved
by the Company’s stockholders].


(b)           Reversion of Shares to the Share
Reserve.  If any Option shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, the shares of Common 



 3
 









Stock not acquired
under such Option shall revert to and again become available for issuance under
the Plan. If any shares subject to an Option are not delivered to an
Optionholder because the Option is exercised through a reduction of shares
subject to the Option (i.e., “net
exercised”), the number of shares that are not delivered to the Optionholder
shall not remain available for issuance under the Plan. If any shares subject
to an Option are not delivered to an Optionholder because such shares are
withheld in satisfaction of the withholding of taxes incurred in connection
with the exercise of an Option, the number of shares that are not delivered to
the Optionholder shall not remain available for subsequent issuance under the
Plan. If the exercise price of any Option is satisfied by tendering shares of
Common Stock held by the Optionholder (either by actual delivery or
attestation), then the number of shares so tendered shall not remain available
for subsequent issuance under the Plan.


(c)           Source of Shares.  The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.


5.             ELIGIBILITY.


The
Options as set forth in section 6 automatically shall be granted under the
Plan to all Non-Employee Directors.


6.             NON-DISCRETIONARY GRANTS.


(a)           Initial Grants.  Without any further action of the Board,
each person who is elected or appointed for the first time to be a Non-Employee
Director after the IPO Date automatically shall, upon the date of his or her
initial election or appointment to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an Initial Grant to purchase twenty
thousand (20,000) shares of Common Stock on the terms and conditions set forth
herein.


(b)           Annual Grants.  Without any further action of the Board,
a Non-Employee Director shall be granted an Annual Grant as follows: On the day
following each Annual Meeting commencing with the Annual Meeting in 2001, each
person who is then a Non-Employee Director automatically shall be granted an
Annual Grant to purchase ten thousand (10,000) shares of Common Stock on the
terms and conditions set forth herein; provided,
however, that if the person has not been serving as a Non-Employee
Director for the entire period since the preceding Annual Meeting, then the
number of shares subject to the Annual Grant shall be reduced pro rata for each
full quarter prior to the date of grant during which such person did not serve
as a Non-Employee Director.


7.             OPTION PROVISIONS.


Each
Option shall be in such form and shall contain such terms and conditions as
required by the Plan. Each Option shall contain such additional terms and
conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:


(a)           Term. 
No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.


(b)           Exercise Price.  The exercise price of each Option shall
be one hundred percent (100%) of the Fair Market Value of the stock subject to
the Option on the date the Option is granted. Notwithstanding the foregoing, an
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of
Section 424(a) of the Code.



 4
 









(c)           Consideration.  The purchase price of stock acquired
pursuant to an Option may be paid, to the extent permitted by applicable
statutes and regulations, in any combination of the following methods:


(i)            By cash or check.


(ii)           Provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that the Optionholder has
held for more than six (6) months (or such longer or shorter period of
time required to avoid a charge to earnings for financial accounting purposes)
or that the Optionholder did not acquire, directly or indirectly from the
Company, that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the date of
exercise. “Delivery” for these purposes shall include delivery to the Company
of the Optionholder’s attestation of ownership of such shares of Common Stock
in a form approved by the Company. Notwithstanding the foregoing, the
Optionholder may not exercise the Option by tender to the Company of Common
Stock to the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the Company’s stock.


(iii)         Provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.


(iv)          By a “net exercise” arrangement pursuant to
which the Company will reduce the number of shares of Common Stock issued upon
exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or
other payment from the Optionholder to the extent of any remaining balance of
the aggregate exercise price not satisfied by such holding back of whole
shares; provided, further, however,
that shares of Common Stock will no longer be outstanding under an Option and
will not be exercisable thereafter to the extent that (i) shares are used
to pay the exercise price pursuant to the “net exercise,” (ii) shares are
delivered to the Optionholder as a result of such exercise, and
(iii) shares are withheld to satisfy tax withholding obligations.


(d)           Transferability.  An Option is transferable by will or by
the laws of descent and distribution. An Option also is transferable
(i) by instrument to an inter vivos or testamentary trust, in a form
accepted by the Company, in which the Option is to be passed to beneficiaries
upon the death of the trustor (settlor) and (ii) by gift, in a form
accepted by the Company, to a member of the “immediate family” of the
Optionholder as that term is defined in 17 C.F.R. 240.16a-1(e). An Option shall
be exercisable during the lifetime of the Optionholder only by the Optionholder
and a permitted transferee as provided herein. However, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.


(e)           Exercise Schedule.  The Option shall be exercisable as the
shares of Common Stock subject to the Option vest.


(f)            Vesting
Schedule. 


(i)            Each
Option granted as an initial grant shall vest in accordance with the schedule
set forth below that results in a shorter period of full vesting:


(1)      1/36th of the
shares of Common Stock subject to the Option shall vest each month after the
date of grant over a period of three (3) years; or 


(2)      the Option shall vest in equal monthly
installments after the date of grant over a period commencing on the date that
the Optionholder is appointed for the first time to be a Non-Employee Director
by the Board and ending on the date of the Annual Meeting at which the
Optionholder is first scheduled to be considered for election to be a
Non-Employee Director by the stockholders of the Company. 


(ii)           Each Option granted as an annual grant shall
vest such that 1/36th of the shares of Common Stock subject to such Option
shall vest each month after the date of grant over a period of three (3) years.



 5
 









(g)           Termination of Continuous Service.  In the event an Optionholder’s Continuous
Service terminates (other than upon the Optionholder’s death or Disability),
the Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise it as of the date of termination) but
only within such period of time ending on the earlier of (i) the date
three (3) months following the termination of the Optionholder’s
Continuous Service, or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, after termination, the Optionholder does
not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate.


(h)           Extension of Termination Date.  If the exercise of the Option following
the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s
death or Disability) would be prohibited at any time solely because the
issuance of shares would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 7(a) or
(ii) the expiration of a period of three (3) months after the
termination of the Optionholder’s Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.


(i)            Disability of Optionholder.  In the event an Optionholder’s Continuous
Service terminates as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise it as of the date of termination), but
only within such period of time ending on the earlier of (i) the date
twelve (12) months following such termination or (ii) the expiration
of the term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified
herein, the Option shall terminate.


(j)            Death of Optionholder.  In the event (i) an Optionholder’s
Continuous Service terminates as a result of the Optionholder’s death or
(ii) the Optionholder dies within the three-month period after the
termination of the Optionholder’s Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise the Option as of the date of death) by the Optionholder’s
estate, by a person who acquired the right to exercise the Option by bequest or
inheritance or by a person designated to exercise the Option upon the
Optionholder’s death, but only within the period ending on the earlier of
(1) the date eighteen (18) months following the date of death or
(2) the expiration of the term of such Option as set forth in the Option
Agreement. If, after death, the Option is not exercised within the time
specified herein, the Option shall terminate.


8.             COVENANTS OF THE COMPANY.


(a)           Availability of Shares.  During the terms of the Options, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Options.


(b)           Securities Law Compliance.  The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the
Company deems necessary for the lawful issuance and sale of stock under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such Options unless and until such authority is
obtained.



 6
 









9.             USE OF PROCEEDS FROM STOCK.


Proceeds
from the sale of stock pursuant to Options shall constitute general funds of
the Company.


10.          MISCELLANEOUS.


(a)           Stockholder Rights.  No Optionholder shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such Optionholder has satisfied all
requirements for exercise of the Option pursuant to its terms.


(b)           No Service Rights.  Nothing in the Plan or any instrument
executed or Option granted pursuant thereto shall confer upon any Optionholder
any right to continue to serve the Company as a Non-Employee Director or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant’s agreement
with the Company or an Affiliate or (iii) the service of a Director
pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the
Affiliate is incorporated, as the case may be.


(c)           Investment Assurances.  The Company may require an Optionholder,
as a condition of exercising or acquiring stock under any Option, (i) to
give written assurances satisfactory to the Company as to the Optionholder’s
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to
give written assurances satisfactory to the Company stating that the
Optionholder is acquiring the stock subject to the Option for the Optionholder’s
own account and not with any present intention of selling or otherwise
distributing the stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (iii) the issuance
of the shares upon the exercise or acquisition of stock under the Option has
been registered under a then currently effective registration statement under
the Securities Act or (iv) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.


(d)           Withholding Obligations.  The Optionholder may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of stock under an Option by any of the following means (in addition
to the Company’s right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means:
(i) tendering a cash payment; (ii) authorizing the Company to
withhold shares from the shares of the Common Stock otherwise issuable to the
Optionholder as a result of the exercise or acquisition of stock under the
Option, provided, however, that no shares of Common Stock are withheld with a
value exceeding the minimum amount of tax required to be withheld by law; or
(iii) delivering to the Company owned and unencumbered shares of the
Common Stock.


11.          ADJUSTMENTS UPON CHANGES IN STOCK.


(a)           Capitalization Adjustments.  If any change is made in the stock
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in 



 7
 









corporate
structure or other transaction not involving the receipt of consideration by
the Company), the Plan will be appropriately adjusted in the class(es) and
maximum number of securities subject both to the Plan pursuant to subsection
4(a) and to the nondiscretionary Options specified in Section 5, and the
outstanding Options will be appropriately adjusted in the class(es) and number
of securities and price per share of stock subject to such outstanding Options.
The Board shall make such adjustments, and its determination shall be final, binding
and conclusive. (The conversion of any convertible securities of the Company
shall not be treated as a transaction “without receipt of consideration” by the
Company.)


(b)           Dissolution or Liquidation.  In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.


(c)           Corporate Transaction.  In the event of (i) a sale, lease or
other disposition of all or substantially all of the securities or assets of
the Company, (ii) a merger or consolidation in which the Company is not
the surviving corporation or (iii) a reverse merger in which the Company
is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then any
surviving corporation or acquiring corporation may assume any Options
outstanding under the Plan or may substitute similar Options (including an
option to acquire the same consideration paid to the stockholders in the
transaction described in this subsection 11(c)) for those outstanding
under the Plan. In the event no surviving corporation or acquiring corporation
assumes such Options or substitutes similar Options for those outstanding under
the Plan, then with respect to Options held by Optionholders whose Continuous
Service has not terminated, the vesting of such Options (and the time during
which such Options may be exercised) shall be accelerated in full, and the Options
shall terminate if not exercised at or prior to such event. With respect to any
other Options outstanding under the Plan, such Options shall terminate if not
exercised prior to such event.


12.          AMENDMENT OF THE PLAN AND OPTIONS.


(a)           Amendment of Plan.  The Board at any time, and from time to
time, may amend the Plan. However, except as provided in Section 11
relating to adjustments upon changes in stock, no amendment shall be effective
unless approved by the stockholders of the Company to the extent stockholder
approval is necessary to satisfy the requirements of Rule 16b-3 or any
Nasdaq or securities exchange listing requirements.


(b)           Stockholder Approval.  The Board may, in its sole discretion,
submit any other amendment to the Plan for stockholder approval.


(c)           No Impairment of Rights.  Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.


(d)           Amendment of Options.  The Board at any time, and from time to
time, may amend the terms of any one or more Options; provided, however, that
the rights under any Option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.


13.          TERMINATION OR SUSPENSION OF THE PLAN.


(a)           Plan Term. 
The Board may suspend or terminate the Plan at any time. No Options
may be granted under the Plan while the Plan is suspended or after it is
terminated.


(b)           No Impairment of Rights.  Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.



 8
 









14.          EFFECTIVE DATE OF PLAN.


The
Plan shall become effective on the IPO Date, but no Option shall be exercised
unless and until the Plan has been approved by the stockholders of the Company,
which approval shall be within twelve (12) months before or after the date
the Plan is adopted by the Board.


15.          CHOICE OF LAW.


All
questions concerning the construction, validity and interpretation of this Plan
shall be governed by the law of the State of Delaware, without regard to such
state’s conflict of laws rules.



 9