EXHIBIT
10.25


 


RIGEL PHARMACEUTICALS, INC.


 


AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE PLAN


 


Section 1.              INTRODUCTION.


 


The Rigel
Pharmaceuticals, Inc. Change
of Control Severance Plan (the “Plan”) was
originally established effective December 19, 2007.  The purpose of the Plan is to provide for the
payment of severance benefits to certain eligible executives of Rigel
Pharmaceuticals, Inc. (the “Company”) who meet the eligibility criteria set forth in Section 2(a) below.  This Plan supersedes any severance plan,
policy or practice with respect to Qualifying Terminations (as defined below),
whether formal or informal, written or unwritten, previously announced or
maintained by the Company.  This Plan
document also is the Summary Plan Description for the Plan.  The Company hereby amends and restates the
Plan in its entirety effective November 13, 2008 as set forth herein.


 


Section 2.              ELIGIBILITY
FOR BENEFITS.


 


(a)           General
Rules.  Subject to the requirements
of the Plan, the Company will grant the severance benefits described in Section 3
to Eligible Employees.


 


(1)           Definition
of “Eligible Employee.”  For purposes
of this Plan, an Eligible Employee is an employee of the Company serving at or
above the level of Vice President (including non-officer Vice Presidents) at
the time he or she suffers a “Qualifying Termination” (as defined below).  The Plan Administrator shall make the
determination of whether an employee is an Eligible Employee, and such
determination shall be binding and conclusive on all persons.  Temporary employees and independent
contractors are not eligible for severance benefits under the Plan.


 


(2)           Obligations
of Eligible Employees.  In order to
receive any benefits under the Plan:


 


(i)            the
Eligible Employee must remain on the job and satisfactorily provide services to
the Company until his or her date of termination;


 


(ii)           the Eligible Employee must execute and return
to the Company a general waiver and release in substantially the form attached
hereto as Exhibit A, Exhibit B or Exhibit C, as applicable,
within the time frame set forth therein (the “Release”)
and such release must become effective in accordance with its terms but not
later than the 60th day following the termination of employment (with the Company
having the authority, in its discretion, to modify the form of the required
release to comply with applicable law and to determine the form of the required
release, which may be incorporated into a termination agreement or other
agreement with the Eligible Employee) and notwithstanding the payment schedules
set forth in Appendix A, no benefits will be paid prior to the effective date
of the 


 


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Release
but rather on the first regular payroll pay day following the effective date of
the Release, the Company will pay the Eligible Employee the benefits the
Eligible Employee would otherwise have received on or prior to such date but
for the delay in payment related to the effectiveness of the Release, with the
balance of the benefits being paid as originally scheduled; and


 


(iii)         the
Eligible Employee must remain in compliance with his or her continuing
obligations to the Company, including obligations under his or her Employee
Proprietary Information and Inventions Assignment Agreement (such form, or any
similar form, the “Proprietary Agreement”).


 


(b)           Exceptions
to Benefit Entitlement.  An employee
who otherwise is an Eligible Employee will not receive benefits under the Plan
(or will receive reduced benefits under the Plan) in the following circumstances,
as determined by the Company in its sole discretion:


 


(1)           The
employee is covered by any other severance or separation pay plan, policy or
practice of the Company or has executed an individually negotiated employment
contract or agreement with the Company relating to severance benefits, in
either case with respect to severance benefits payable upon an event that
constitutes a Qualifying Termination (used herein as defined herein), and such
agreement, plan, policy or practice is in effect on his or her termination
date.  In such case, the employee’s
severance benefit upon a Qualifying Termination, if any, shall be governed by
the terms of such agreement, plan, policy or practice and shall be governed by
this Plan only to the extent that (i) the employee elects to waive and
release all claims and rights the employee has to severance pay or benefits
upon a Qualifying Termination under such agreement, plan, policy, or practice
or (ii) the reduction pursuant to Section 3(c) below does not
entirely eliminate benefits under this Plan.


 


(2)           The
employee’s employment terminates other than as a result of a Qualifying
Termination (including a termination for Cause prior to the effective date of a
previously scheduled Qualifying Termination, a termination as a result of death
or disability, or the employee voluntarily terminates employment with the
Company other than as a Resignation for Good Reason.  Voluntary terminations include, but are not
limited to, resignation, retirement, failure to return from a leave of absence
on the scheduled date and/or termination in order to accept employment with
another entity (including but not limited to any entity that is wholly or
partly owned (directly or indirectly) by the Company or an affiliate of the
Company.)).


 


(3)           The
employee has not signed an enforceable Proprietary Agreement covering the
employee’s period of employment with the Company (and with any predecessor) and
does not confirm in writing that he or she is and shall remain subject to the
terms of that Proprietary Agreement.


 


(4)           Following
notice of a Qualifying Termination, the employee’s behavior rises to level of
Cause for termination.


 


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(c)           An
involuntary termination without “Cause”
means an involuntary termination of an employee’s employment by the Company
other than as a result of death or disability and other than for one of the
following reasons:


 


(1)           an
intentional action or intentional failure to act by the employee that was
performed in bad faith and to the material detriment of the business of the
Company or an Employer;


 


(2)           an
employee’s intentional refusal or intentional failure to act in accordance with
any lawful and reasonable order of his or her superiors that has not been cured
within ten (10) days after written notice from the Company, or that has
caused irreparable damage incapable of cure;


 


(3)           an
employee’s habitual or gross neglect of the duties of employment that has not
been cured within ten (10) days after written notice from the Company, or
that has caused irreparable damage incapable of cure;


 


(4)           an
employee’s indictment, charge, or conviction of a felony or any crime involving
moral turpitude, or participation in any act of theft or dishonesty, in each
case, that has had or could reasonably be expected to have a material
detrimental effect on the business of the Company; or


 


(5)           an employee’s violation of any material
provision of the Proprietary Agreement or violation of any material provision
of any other written Company policy or procedure.


 


(d)           A
“Change of Control” means the
consummation, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(1)           a sale, lease or
other disposition of all or substantially all of the assets of the Company, other than a sale, lease or other disposition
of all or substantially all of the assets of the Company to an entity, more
than fifty percent (50%) of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the outstanding voting securities of the Company immediately prior
to such sale, lease or other disposition;


 


(2)           a merger, consolidation or similar transaction
involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not own, directly or
indirectly, either (A) outstanding voting securities representing more
than fifty percent (50%) of the
combined outstanding voting power of the surviving entity in such merger,
consolidation or similar transaction or (B) more than fifty percent (50%) of the combined
outstanding voting power of the parent of the surviving entity in such merger,
consolidation or similar transaction, in each case in substantially the same
proportions as their ownership of the outstanding voting securities of the
Company immediately prior to such transaction; or


 


(3)           any “Exchange Act
Person” becomes the owner, directly or indirectly, of securities of the Company
representing more than fifty percent
(50%) of the 


 


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combined voting power of
the Company’s then outstanding securities other than by virtue of a merger,
consolidation or similar transaction.


 


(e)           An
“Exchange Act Person”  means any natural person, entity or
“group” (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as
amended), except that “Exchange Act Person” shall not include (1) the
Company or any subsidiary of the Company, (2) any employee benefit plan of
the Company or any subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, (4) an entity
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company;
or (5) any natural person, entity or “group” (within the meaning of Section 13(d) or
14(d) of the Securities Exchange Act of
1934, as amended) that, as of the effective date of this Plan, is the
owner, directly or indirectly, of securities of the Company representing more
than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities.


 


(f)            A
“Qualifying Termination” means an
involuntary termination without Cause or a Resignation for Good Reason and in
either case provided such termination is a separation from service” (as such
term is defined in Section 1.409A-1(h) of the Treasury Regulations)
and such termination occurs on or within eighteen (18) months following the
effective date of the Change of Control.


 


(g)           A
“Resignation for Good Reason” means
the Eligible Employee has resigned from all positions he or she then-holds with
the Company (or any successor thereto):


 


(1)           one
of the following actions has been taken:


 


(i)            there is a material
diminution of Eligible Employee’s authority, including but not limited
to decision-making authority, duties, or
responsibilities;


 


(ii)           there is a material
reduction in the Eligible Employee’s annual base compensation (including the
base salary and target bonus opportunity),  where material is
considered greater than 5%;


 


(iii)         the Eligible Employee
is required to relocate his or her primary work location to a facility or
location that would increase the Eligible Employee’s one way commute distance
by more than twenty (20)
miles from the Eligible Employee’s primary
work location as of immediately prior to such change;


 


(iv)          A
material diminution in the authority, duties, or responsibilities of the
supervisor to whom the Eligible Employee is required to report, including a
requirement that the Eligible Employee report to a corporate officer or
employee instead of reporting directly to the board of directors of a
corporation (or similar governing body with respect to an entity other than a
corporation);


 


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(v)            A material
diminution in the  budget  over which the
Eligible Employee retains authority;


 


(vi)          the Eligible
Employee is required, as a condition to continued service, to enter into any
agreement with the Company or a successor thereto regarding confidentiality,
non-competition, non-solicitation or other similar restrictive covenant that is
materially more restrictive than under the Proprietary Agreement;


 


(vii)         the Company
materially breaches its obligations under this Plan or any then-effective
written employment agreement with the Eligible Employee; or


 


(viii)        any
acquirer, successor or assign of the Company fails to assume and perform, in
all material respects, the obligations of the Company hereunder; and


 


(2)           the
Eligible Employee provides written notice to the Company’s General Counsel
within the 60-day period immediately following such action; and


 


(3)           such action is not remedied by the Company
within thirty (30) days following the Company’s receipt of such written notice;
and


 


(4)           the Eligible Employee’s resignation is
effective not later than sixty (60) days after the expiration of such thirty
(30) day cure period.


 


Section 3.              AMOUNT
OF BENEFIT.


 


(a)           Severance
Benefits.  Subject to the terms and
conditions of the Plan, the severance benefits that shall be provided to
Eligible Employees under the Plan are set forth in Appendix A.


 


(b)           Additional
Benefits.  Notwithstanding the
foregoing, the Company may, in its sole discretion, authorize benefits in an
amount in addition to those benefits set forth in Section 3(a) to an
Eligible Employee.  The provision of any
such benefits to an Eligible Employee shall in no way obligate the Company to
provide such benefits to any other Eligible Employee or to any other employee,
even if similarly situated.  Receipt of
benefits under this Plan pursuant to such exceptions may be subject to a
covenant of confidentiality and non-disclosure.


 


(c)           Certain
Reductions.  The Company shall reduce
an Eligible Employee’s severance benefits under this Plan, in whole or in part,
by any other severance benefits, pay in lieu of notice, or other similar
benefits payable to the Eligible Employee by the Company in connection with the
Eligible Employee’s Qualifying Termination, including but not limited to any
payments or benefits that are due pursuant to (i) any other severance
plan, policy or practice, or any individually negotiated employment contract or
agreement with the Company relating to severance benefits, in each case, as is
in effect on the Eligible Employee’s termination date, (ii) any applicable
legal requirement, including, without limitation, the Worker Adjustment and
Retraining Notification Act (the “WARN Act”),
or (iii) any Company policy or practice providing for the Eligible
Employee to remain on the payroll without being in active service for a limited
period of time after being given notice of the termination of the Eligible
Employee’s 


 


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employment.  The
benefits provided under this Plan are intended to satisfy, to the greatest
extent possible, any and all statutory obligations that may arise out of an
Eligible Employee’s termination of employment, and the Plan Administrator shall
so construe and implement the terms of the Plan.  In the Company’s sole discretion, such
reductions may be applied on a retroactive basis, with severance benefits
previously paid being recharacterized as payments pursuant to the Company’s
statutory obligation.


 


(d)           Parachute Payments. If any payment or benefit (including
payments and benefits pursuant to this Plan) that an Eligible Employee would
receive in connection with a Change of Control from the Company or otherwise (“Payment”) would (1) constitute
a “parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), and (2) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
the Company shall cause to be determined, before any amounts of the Payment are
paid to the Eligible Employee, which of the following two alternative forms of
payment shall be paid to the Eligible Employee: (i) payment in full of the
entire amount of the Payment (a “Full Payment”), or (ii) payment of only
a part of the Payment so that the Eligible Employee receives the largest
payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  The determination shall be made as follows:


 


(1)           A Full Payment
shall be made if the quotient obtained by dividing (i) the Full Payment,
less the Reduced Payment, by (ii) the Reduced Payment (such quotient, the “Reduction Percentage”), is greater
than fifteen percent (15%).  If the Full
Payment is made, the Company shall pay, and the Eligible Employee shall be entitled
to receive, an additional payment (a “Gross-Up Payment”) from the Company in an
amount equal to (A) the Excise Tax on the Full Payment, (B) any
interest or penalties imposed on the Eligible Employee with respect to the
Excise Tax on the Full Payment, and (C) an additional amount sufficient to
pay the Excise Tax and the federal and state income and employment taxes
arising from the payments made by the Company to the Eligible Employee pursuant
to (A), (B) and (C).  For purposes
of determining the amount of the Gross-Up Payment, the Eligible Employee shall
be deemed to have: (x) paid federal income taxes at the highest marginal
rate of federal income and employment taxation for the calendar year in which
the Gross-Up Payment is to be made, and (y) paid applicable state and
local income taxes at the highest rate of taxation for the calendar year in
which the Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.  Except as otherwise
provided herein, the Eligible Employee shall not be entitled to any additional
payments or other indemnity arrangements in connection with the Payment or the
Gross-Up Payment.


 


(2)           A Reduced Payment
shall be made in the event that the Reduction Percentage is less than or equal
to fifteen percent (15%).  If a Reduced
Payment is made, the Eligible Employee shall have no rights to any additional
payments and/or benefits constituting the Payment beyond the amount of the
Reduced Payment.  The reduction in the
Payment shall occur in the following order: (i) reduction of cash
payments; (ii) cancellation of accelerated vesting of equity awards other
than stock options; (iii) cancellation of accelerated vesting of stock
options; and (iv) reduction of other benefits paid to the Eligible
Employee.  In the event that acceleration
of compensation from the Eligible Employee’s equity awards is to be reduced,
such acceleration of vesting shall be canceled in the reverse order of the date
of grant.


 


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(3)           The independent
professional firm engaged by the Company for general tax audit purposes as of
the day prior to the effective date of the Change of Control shall make all
determinations required to be made under this Section 3(d).  If the independent professional firm so
engaged by the Company is serving as an advisor, accountant or auditor for the
individual, entity or group affecting the Change of Control, the Company shall
appoint a nationally recognized professional firm to make the determinations
required hereunder.  The Company shall
bear all expenses with respect to the determinations by such firm required to
be made hereunder.  The firm engaged to
make the determinations hereunder shall provide its calculations, together with
detailed supporting documentation, to the Company and the Eligible Employee
within thirty (30) calendar days after the date on which the Eligible Employee’s
right to a Payment is triggered (if requested at that time by the Company or
the Eligible Employee) or such other time as requested by the Company or the
Eligible Employee.  If the firm
determines that no Excise Tax is payable with respect to a Payment, either
before or after the application of the Reduced Amount, it shall furnish the
Company and the Eligible Employee with an opinion reasonably acceptable to the
Eligible Employee that no Excise Tax will be imposed with respect to such
Payment.  If the firm determines that an
Excise Tax is payable with respect to a Payment and that a Gross-Up Payment is
due to the Eligible Employee under Section 3(d)(1), the Company shall pay
the Gross-Up Payment not later than thirty (30) days after the date on which
the Eligible Employee remits the Excise Tax to the appropriate taxing authorities.  Any good faith determinations of the firm
made hereunder shall be final, binding and conclusive upon the Company and the
Eligible Employee.


 


(e)           Code Section 409A. 
If the Company (or, if applicable, the successor entity thereto)
determines that the payments and benefits provided under the Plan (the “Plan Payments”)
constitute “deferred compensation” under Code Section 409A (together, with
any state law of similar effect, “Section 409A”) and an Eligible Employee
is a “specified employee” of the Company or any successor entity thereto, as
such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”),
then, solely to the extent necessary to avoid the incurrence of the adverse
personal tax consequences under Section 409A, the timing of the Plan
Payments shall be delayed as follows:  on
the earliest to occur of (1) the date that is six months and one day after
a “separation from service” (as such term is defined in Section 1.409A-1(h) of
the Treasury Regulations), and (2) the date of the Eligible Employee’s
death (such earliest date, the “Delayed Initial Payment Date”), and the Company (or the
successor entity thereto, as applicable) shall then (i) pay to the
Eligible Employee a lump sum amount equal to the sum of the Plan Payments that
the Eligible Employee would otherwise have received through the Delayed Initial
Payment Date if the commencement of the payment of the Plan Payments had not
been delayed pursuant to this Section 3(e) and (ii) commence
paying the balance of the Plan Payments in accordance with the applicable
payment schedules set forth in on Appendix A. 
Prior to the imposition of any delay on the Plan Payments as set forth
above, it is intended that (A) each installment of the Plan Payments
provided in Appendix A be regarded as a separate “payment” for purposes of
Treasury Regulations Section 1.409A-2(b)(2)(i), (B) all Plan Payments
provided in Appendix A satisfy, to the greatest extent possible, the exemptions
from the application of Section 409A provided under Treasury Regulations
Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan
Payments consisting of COBRA premiums also satisfy, to the greatest extent
possible, the exemption from the application of Section 409A provided
under Treasury Regulations Section 1.409A-1(b)(9)(v).


 


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Section 4.              COMPANY PROPERTY.


 


(a)           Return
of Company Property.  An Eligible
Employee will not be entitled to any severance under the Plan unless and until
the Eligible Employee returns all Company Property.  For this purpose, “Company
Property” means all paper and electronic company documents (and
all copies thereof) created and/or received by the Eligible Employee during his
or her period of employment with the Company and other Company Property which
the Eligible Employee had in his or her possession or control at any time,
including, but not limited to, Company and/or Employer files, notes, drawings
records, plans, forecasts, reports, studies, analyses, proposals, agreements,
financial information, research and development information, sales and
marketing information, operational and personnel information, specifications,
code, software, databases, computer-recorded information, tangible property and
equipment (including, but not limited to, leased vehicles, computers, computer
equipment, software programs, facsimile machines, mobile telephones, servers),
credit and calling cards, entry cards, identification badges and keys; and any
materials of any kind which contain or embody any proprietary or confidential
information of the Company and/or an Employer (and all reproductions thereof in
whole or in part).  As a condition to
receiving benefits under the Plan, Eligible Employees must not make or retain
copies, reproductions or summaries of any such Company Property.  However, an Eligible Employee is not required
to return his or her personal copies of documents evidencing the Eligible
Employee’s hire, termination, compensation, benefits and stock options and any
other documentation received as a shareholder of the Company.


 


(b)           Transition
of Work.  An Eligible Employee will
not be entitled to any severance benefit under the Plan unless and until the
Eligible Employee (1) has satisfactorily transitioned his or her work and
information concerning his or her work to the Company to the extent reasonably
requested in writing by the Company and (2) has provided the Company with
all logins, passwords, passcodes and similar information created by the
Eligible Employee for documents, email and electronic files that the Eligible
Employee created or used on Company systems.


 


Section 5.              TIME
OF PAYMENT AND FORM OF BENEFIT.


 


Except as
otherwise provided in Section 3, all severance benefits under the Plan
shall be paid at the time and in the form provided in Appendix A following the
Eligible Employee’s satisfaction of all of the requirements under the
Plan.  All payments under the Plan will
be subject to applicable withholding for federal, state and local taxes.  If an Eligible Employee is indebted to the
Company at his or her termination date, the Company reserves the right to
offset any severance payments under the Plan by the amount of such
indebtedness.  Additionally, if an
Eligible Employee is subject to withholding for taxes related to any non-Plan
benefits, the Company may offset any severance payments under the Plan by the
amount of such withholding taxes. 
However, payments under the Plan will not be subject to any other
deductions such as, but not limited to, 401(k) plan contributions and/or
401(k) loan repayments or other employee benefit and benefit plan
contributions.


 


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Section 6.              RIGHT
TO INTERPRET PLAN; AMENDMENT AND TERMINATION.


 


(a)           Exclusive
Discretion.  The Plan Administrator
is the Company.  As Plan Administrator,
the Company is the named fiduciary charged with the responsibility for
administering the Plan.  The Plan
Administrator shall have the exclusive discretion and authority to establish
rules, forms, and procedures for the administration of the Plan and to construe
and interpret the Plan and to decide any and all questions of fact,
interpretation, definition, computation or administration arising in connection
with the operation of the Plan, including, but not limited to, the eligibility
to participate in the Plan and amount of benefits paid under the Plan.  The Plan Administrator may delegate any or
all of its administrative duties to an officer of the Company and any such
delegation shall convey with it the full discretionary authority of the Plan
Administrator to carry out the delegated duties.  The Company or the Plan Administrator shall
indemnify and hold harmless any person to whom it delegated its
responsibilities; provided, however,
such person does not act with gross negligence or willful misconduct.  The rules, interpretations, computations and
other actions of the Plan Administrator or its delegate shall be binding and
conclusive on all persons.


 


(b)           Termination;
Amendment.


 


(1)           This Plan will
automatically terminate on December 31, 2010 if no Change of Control has
occurred by that date.  If a Change of
Control has occurred by that date, this Plan will terminate on the date that is
eighteen (18) months and one (1) day after the effective date of the
Change of Control;  provided,
however, that no such termination shall affect the right to any
unpaid benefit of any Eligible Employee whose Qualifying Termination date has
occurred prior to such date, and such unpaid benefit rights shall continue to
be governed by the terms of this plan.


 


(2)           The Company
reserves the right to amend this Plan (including the exhibits and appendices
hereto) and the benefits provided hereunder at any time prior to a Change of
Control of the Company; provided, however, that
no such amendment shall affect the right to any unpaid benefit of any Eligible
Employee whose Qualifying Termination date has occurred prior to amendment of
the Plan.


 


(3)           Any purported
amendment or termination of this Plan (and the exhibits and appendices hereto)
upon or following a Change of Control of the Company will not be effective as
to any Eligible Employee who has not consented, in writing, to such amendment
or termination. Any action amending or terminating the Plan shall be in writing
and executed by a duly authorized executive officer of the Company.


 


Section 7.              NO
IMPLIED EMPLOYMENT CONTRACT.


 


The Plan shall
not be deemed (i) to give any employee or other person any right to be
retained in the employ of the Company or (ii) to interfere with the right
of the Company to discharge any employee or other person at any time, with or
without cause, which right is hereby reserved.


 


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Section 8.              LEGAL
CONSTRUCTION.


 


This Plan is
intended to be governed by and shall be construed in accordance with the
Employee Retirement Income Security Act of 1974 (“ERISA”)
and, to the extent not preempted by ERISA, the laws of the State of California (without
regard to principles of conflict of laws).


 


Section 9.              CLAIMS,
INQUIRIES AND APPEALS.


 


(a)           Applications
for Benefits and Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing by an applicant (or his or her authorized representative).  The Plan Administrator is:


 


Rigel
Pharmaceuticals, Inc.


Attn: General Counsel


1180 Veterans Boulevard


South San Francisco, CA 94080


 


(b)           Denial of
Claims.  In the event that any
application for benefits is denied in whole or in part, the Plan Administrator
must provide the applicant with written or electronic notice of the denial of
the application, and of the applicant’s right to review the denial.  Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
The notice of denial will be set forth in a manner designed to be
understood by the applicant and will include the following:


 


(1)           the
specific reason or reasons for the denial;


 


(2)           references
to the specific Plan provisions upon which the denial is based;


 


(3)           a
description of any additional information or material that the Plan
Administrator needs to complete the review and an explanation of why such
information or material is necessary; and


 


(4)           an
explanation of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the applicant’s right to bring a
civil action under Section 502(a) of ERISA following a denial on
review of the claim, as described in Section 10(d) below.


 


This notice of
denial will be given to the applicant within ninety (90) days after the Plan
Administrator receives the application, unless special circumstances require an
extension of time, in which case, the Plan Administrator has up to an
additional ninety (90) days for processing the application.  If an extension of time for processing is
required, written notice of the extension will be furnished to the applicant
before the end of the initial ninety (90) day period.


 


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This notice of
extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on the
application.


 


(c)           Request
for a Review.  Any person (or that
person’s authorized representative) for whom an application for benefits is
denied, in whole or in part, may appeal the denial by submitting a request for
a review to the Plan Administrator within sixty (60) days after the application
is denied.  A request for a review shall
be in writing and shall be addressed to:


 


Rigel
Pharmaceuticals, Inc.


Attn: General Counsel


1180 Veterans Boulevard


South San Francisco, CA 94080


 


A request for
review must set forth all of the grounds on which it is based, all facts in
support of the request and any other matters that the applicant feels are
pertinent.  The applicant (or his or her
representative) shall have the opportunity to submit (or the Plan Administrator
may require the applicant to submit) written comments, documents, records, and
other information relating to his or her claim. 
The applicant (or his or her representative) shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to his or her claim.  The review shall take into account all
comments, documents, records and other information submitted by the applicant
(or his or her representative) relating to the claim, without regard to whether
such information was submitted or considered in the initial benefit
determination.


 


(d)           Decision
on Review.  The Plan Administrator
will act on each request for review within sixty (60) days after receipt of the
request, unless special circumstances require an extension of time (not to
exceed an additional sixty (60) days), for processing the request for a
review.  If an extension for review is
required, written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. 
This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the review. 
The Plan Administrator will give prompt, written or electronic notice of
its decision to the applicant. Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
In the event that the Plan Administrator confirms the denial of the
application for benefits in whole or in part, the notice will set forth, in a
manner calculated to be understood by the applicant, the following:


 


(1)           the
specific reason or reasons for the denial;


 


(2)           references
to the specific Plan provisions upon which the denial is based;


 


(3)           a
statement that the applicant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and


 


11

















 


(4)           a
statement of the applicant’s right to bring a civil action under Section 502(a) of
ERISA.


 


(e)           Rules and
Procedures.  The Plan Administrator
will establish rules and procedures, consistent with the Plan and with
ERISA, as necessary and appropriate in carrying out its responsibilities in
reviewing benefit claims.  The Plan
Administrator may require an applicant who wishes to submit additional
information in connection with an appeal from the denial of benefits to do so
at the applicant’s own expense.


 


(f)            Exhaustion
of Remedies.  No legal action for
benefits under the Plan may be brought until the applicant (i) has
submitted a written application for benefits in accordance with the procedures
described by Section 10(a) above, (ii) has been notified by the Plan
Administrator that the application is denied, (iii) has filed a written
request for a review of the application in accordance with the appeal procedure
described in Section 10(c) above, and (iv) has been notified
that the Plan Administrator has denied the appeal.  Notwithstanding the foregoing, if the Plan
Administrator does not respond to an applicant’s claim or appeal within the
relevant time limits specified in this Section 10, the applicant may bring
legal action for benefits under the Plan pursuant to Section 502(a) of
ERISA.


 


Section 10.            BASIS
OF PAYMENTS TO AND FROM PLAN.


 


The Plan shall
be unfunded, and all benefits under the Plan shall be paid only from the
general assets of the Company.  An
Eligible Employee’s right to receive payments under the Plan is no greater than
that of the Company’s unsecured general creditors.  Therefore, if the Company were to become
insolvent, the Eligible Employee might not receive benefits under the Plan.


 


Section 11.            OTHER
PLAN INFORMATION.


 


(a)           Employer
and Plan Identification Numbers. The Employer Identification Number
assigned to the Company (which is the “Plan Sponsor”
as that term is used in ERISA) by the Internal Revenue Service is
94-3248524.  The Plan Number assigned to
the Plan by the Plan Sponsor pursuant to the instructions of the Internal
Revenue Service is  510.


 


(b)           Ending
Date for Plan’s Fiscal Year and Type of Plan.  The date of the end of the fiscal year for
the purpose of maintaining the Plan’s records is December 31.  The Plan is a welfare benefit plan.


 


(c)           Agent
for the Service of Legal Process. 
The agent for the service of legal process with respect to the Plan is:


 


Rigel
Pharmaceuticals, Inc.


Attn: General Counsel


1180 Veterans Boulevard


South San Francisco, CA 94080


 


(d)           Plan
Sponsor and Administrator.  The Plan
Sponsor and the “Plan Administrator” of the
Plan is:


 


12

















 


Rigel
Pharmaceuticals, Inc.


Attn: General Counsel


1180 Veterans Boulevard


South San Francisco, CA 94080


 


The Plan Sponsor’s and Plan Administrator’s telephone
number is (650) 624-1100 and facsimile number is (650) 624-1101.


 


Section 12.            STATEMENT
OF ERISA RIGHTS.


 


Participants
in this Plan are entitled to certain rights and protections under ERISA.  If you are an Eligible Employee, you are
considered a participant in the Plan and, under ERISA, you are entitled to:


 


(a)           Receive
Information About Your Plan and Benefits


 


(1)           Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of
the latest annual report (Form 5500 Series), if applicable, filed by the
Plan with the U.S. Department of Labor and available at the Public Disclosure Room of
the Employee Benefits Security Administration;


 


(2)           Obtain,
upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan and copies of the latest annual report (Form 5500
Series), if applicable, and an updated (as necessary) Summary Plan
Description.  The Administrator may make
a reasonable charge for the copies; and


 


(3)           Receive
a summary of the Plan’s annual financial report, if applicable.  The Plan Administrator is required by law to
furnish each participant with a copy of this summary annual report.


 


(b)           Prudent Actions by Plan Fiduciaries.  In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are responsible for the
operation of the employee benefit plan. 
The people who operate the Plan, called “fiduciaries” of the Plan, have
a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries.  No one,
including your employer, your union or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA.


 


(c)           Enforce Your Rights.  If your claim for a Plan benefit
is denied or ignored, in whole or in part, you have a right to know why this
was done, to obtain copies of documents relating to the decision without
charge, and to appeal any denial, all within certain time schedules as set
forth in detail in Section 10 herein.


 


Under ERISA,
there are steps you can take to enforce the above rights.  For instance, if you request a copy of Plan
documents or the latest annual report from the Plan, if applicable, and do not
receive them within 30 days, you may file suit in a Federal court and you are
not required to follow the claims procedure set forth in Section 10
herein.  In such a case, the 


 


13

















 


court may require the Plan
Administrator to provide the materials and pay you up to $110 a day until you
receive the materials, unless the materials were not sent because of reasons
beyond the control of the Plan Administrator.


 


If you have
completed the claims and appeals procedure described in Section 10 and
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court.


 


If you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a Federal court.  The court will decide who should pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


(d)           Assistance with Your Questions.  If you have any questions about
the Plan, you should contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the Plan Administrator, you should contact the nearest
office of the Employee Benefits Security Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.  You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration or accessing its
website at http://www.dol.gov/ebsa/.


 


Section 13.            GENERAL
PROVISIONS.


 


(a)           Notices.  Any notice, demand or request required or
permitted to be given by either the Company or an Eligible Employee pursuant to
the terms of this Plan shall be in writing and shall be deemed given when
delivered personally or deposited in the U.S. mail, with postage prepaid, and
addressed to the parties, in the case of the Company, at the address set forth
in Section 12(d) and, in the case of an Eligible Employee, at the
address as set forth in the Company’s employment file maintained for the Eligible
Employee as previously furnished by the Eligible Employee or such other address
as a party may request by notifying the other in writing.


 


(b)           Transfer
and Assignment.  The rights and
obligations of an Eligible Employee under this Plan may not be transferred or
assigned without the prior written consent of the Company.  This Plan shall be binding upon any person
who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company without regard to whether or not
such person or entity actively assumes the obligations hereunder.  Following a Change of Control, any references
to the “Company” in this Plan shall be deemed to be references also to any
successor to the company.


 


(c)           Waiver.
 Any party’s failure to enforce any
provision or provisions of this Plan shall not in any way be construed as a
waiver of any such provision or provisions, nor prevent any party from
thereafter enforcing each and every other provision of this Plan.  The 


 


14

















 


rights granted the parties herein are cumulative and
shall not constitute a waiver of any party’s right to assert all other legal
remedies available to it under the circumstances.


 


(d)           Severability.
 Should any provision of this Plan be
declared or determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.


 


(e)           Section Headings.  Section headings in this Plan are
included for convenience of reference only and shall not be considered part of
this Plan for any other purpose.


 


Section 14.            CIRCULAR
230 DISCLAIMER.


 


THE FOLLOWING
DISCLAIMER IS PROVIDED IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S
CIRCULAR 230 (21 CFR PART 10).  ANY
ADVICE IN THIS PLAN IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE
USED BY YOU FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED
ON YOU.  ANY ADVICE IN THIS PLAN WAS
WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S
CHANGE OF CONTROL SEVERANCE PLAN.  YOU
SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT
TAX ADVISOR.


 


Section 15.            EXECUTION.


 


To record the
adoption of the Plan as set forth herein, effective as of   November
13, 2008, Rigel Pharmaceuticals, Inc.  has
caused its duly authorized officer to execute the same this 15th day of December,
2008.


 


	
   

  	
  RIGEL
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Dolly Vance

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   SVP, General Counsel, Corporate Secretary

  



 


15














 


For Employees Age 40 or Older


Individual Termination


 


EXHIBIT A


 


RELEASE AGREEMENT


 


I understand and agree completely to the
terms set forth in the Rigel Pharmaceuticals, Inc. Change of Control
Severance Plan (the “Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise
or representation by the Company or the Employers that is not expressly stated
therein.  Certain capitalized terms used
in this Release are defined in the Plan.


 


I hereby confirm my obligations under my Proprietary Agreement with the
Company and/or the Employer.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company, the Employers, and their current and former
directors, officers, employees, stockholders, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released Claims”).  The Released Claims include, but are not
limited to:  (1) all claims arising
out of or in any way related to my employment with the Company, the Employers
or their affiliates, or the termination of that employment; (2) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company, the Employers,
or their affiliates; (3) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (5) all
federal, state, and local statutory claims, including claims for
discrimination, harassment, retaliation, attorneys’ fees, or other claims
arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, the federal Age Discrimination in
Employment Act of 1967 (as amended) (“ADEA”), the
federal Employee Retirement Income Security Act of 1974 (as amended), and the
California Fair Employment and Housing Act (as amended).  Notwithstanding the foregoing, the following
are not included in the Released Claims (the “Excluded
Claims”): (1) any rights or claims for indemnification I
may have pursuant to any written indemnification agreement with the Company to
which I am a party, the charter, bylaws, or operating agreements of the
Company, or under applicable law;  or (2) any
rights which are not waivable as a matter of law.  In addition, nothing in this Release prevents
me from filing, cooperating with, or participating in any proceeding before the
Equal Employment Opportunity Commission, the Department of Labor, or the
California Department of Fair Employment and Housing, except that I hereby
waive my right to any monetary benefits in connection with any such claim,
charge or proceeding.  I hereby represent
and warrant that, other than the Excluded 


 


1

















 


Claims, I am not aware of any claims I have or might have against any
of the Released Parties that are not included in the Released Claims.


 


I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA.  I
also acknowledge that the consideration given for the Released Claims is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that: (a) the Released
Claims do not apply to any rights or claims that arise after the date I sign
this Release; (b) I should consult with an attorney prior to signing this
Release (although I may choose voluntarily not to do so); (c) I have
twenty-one (21) days to consider this Release (although I may choose to
voluntarily to sign it sooner); (d) I have seven (7) days following
the date I sign this Release to revoke the Release by providing written notice
to an officer of the Company; and (e) the Release will not be effective
until the date upon which the revocation period has expired unexercised, which
will be the eighth day after I sign this Release (“Effective
Date”).


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with
the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, and I have not suffered any on-the-job
injury for which I have not already filed a workers’ compensation claim.


 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than twenty-one (21)
days following the date it is provided to me, and I must not revoke it
thereafter.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


2

















 


For Employees Age 40 or Older


 Group
Termination


 


EXHIBIT B


 


RELEASE AGREEMENT


 


I understand and agree completely to the
terms set forth in the Rigel Pharmaceuticals, Inc. Change of Control
Severance Plan (the “Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise
or representation by the Company or the Employers that is not expressly stated
therein.  Certain capitalized terms used
in this Release are defined in the Plan.


 


I hereby confirm my obligations under my Proprietary Agreement with the
Company and/or the Employer.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company, the Employers, and their current and former
directors, officers, employees, stockholders, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released Claims”).  The Released Claims include, but are not
limited to:  (1) all claims arising
out of or in any way related to my employment with the Company, the Employers
or their affiliates, or the termination of that employment; (2) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company, the Employers,
or their affiliates; (3) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (5) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of
1967 (as amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), and the California Fair
Employment and Housing Act (as amended). 
Notwithstanding the foregoing, the following are not included in the
Released Claims (the “Excluded Claims”):
(1) any rights or claims for indemnification I may have pursuant to any
written indemnification agreement with the Company to which I am a party, the
charter, bylaws, or operating agreements of the Company, or under applicable
law;  or (2) any rights which are
not waivable as a matter of law.  In
addition, nothing in this Release prevents me from filing, cooperating with, or
participating in any proceeding before the Equal Employment Opportunity
Commission, the Department of Labor, or the California Department of Fair
Employment and Housing, except that I hereby waive my right to any monetary
benefits in connection with any such claim, charge or proceeding.  I hereby represent and warrant that, other
than the Excluded 


 


1

















 


Claims, I am not aware of any claims I have or might have against any
of the Released Parties that are not included in the Released Claims.


 


I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA.  I
also acknowledge that the consideration given for the Released Claims is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that: (a) the Released
Claims do not apply to any rights or claims that arise after the date I sign
this Release; (b) I should consult with an attorney prior to signing this
Release (although I may choose voluntarily not to do so); (c) I have
forty-five (45) days to consider this Release (although I may choose to
voluntarily to sign it sooner); (d) I have seven (7) days following
the date I sign this Release to revoke the Release by providing written notice
to an officer of the Company; and (e) the Release will not be effective
until the date upon which the revocation period has expired unexercised, which
will be the eighth day after I sign this Release (“Effective
Date”).


 


I have received with this Release all of the information required by
the ADEA, including without limitation a detailed list of the job titles and
ages of all employees who were terminated in this group termination and the
ages of all employees of the Company in the same job classification or
organizational unit who were not terminated, along with information on the
eligibility factors used to select employees for the group termination and any
time limits applicable to this group termination program.


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with
the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, and I have not suffered any on-the-job
injury for which I have not already filed a workers’ compensation claim.


 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than forty-five (45)
days following the date it is provided to me, and I must not revoke it
thereafter.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


2

















 


For Employees Under Age 40


Individual and Group Termination


 


EXHIBIT C


 


RELEASE AGREEMENT


 


I understand and agree completely to the
terms set forth in the Rigel Pharmaceuticals, Inc. Change of Control
Severance Plan (the “Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise
or representation by the Company or the Employers that is not expressly stated
therein.  Certain capitalized terms used
in this Release are defined in the Plan.


 


I hereby confirm my obligations under my Proprietary Agreement with the
Company and/or the Employer.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company, the Employers, and their current and former
directors, officers, employees, stockholders, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns (collectively, the “Released
Parties”) from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Agreement
(collectively, the “Released Claims”).  The Released Claims include, but are not
limited to:  (1) all claims arising
out of or in any way related to my employment with the Company, the Employers
or their affiliates, or the termination of that employment; (2) all claims
related to my compensation or benefits, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company, the Employers,
or their affiliates; (3) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (5) all
federal, state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, and the California Fair Employment and Housing Act
(as amended).  Notwithstanding the
foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any
rights or claims for indemnification I may have pursuant to any written
indemnification agreement with the Company to which I am a party, the charter,
bylaws, or operating agreements of the Company, or under applicable law;  or (2) any rights which are not waivable
as a matter of law.  In addition, nothing
in this Release prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby represent and warrant that, other
than the Excluded Claims, I am not aware of any claims I have or might have
against any of the Released Parties that are not included in the Released
Claims.


 


1

















 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with
the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, and I have not suffered any on-the-job
injury for which I have not already filed a workers’ compensation claim.


 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than fourteen (14) days
following the date it is provided to me.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


2

















 


APPENDIX A


 


RIGEL PHARMACEUTICALS, INC.


CHANGE OF CONTROL SEVERANCE PLAN


 


Severance benefits provided to Eligible Employees under the Rigel Pharmaceuticals, Inc.
Change of Control Severance Plan (the “Plan”) are as follows:


 


1.             Severance Benefits.  Subject to the exceptions set forth in Section 2
of the Plan, each Eligible Employee who suffers a Qualifying Termination and
who meets all of the requirements set forth in the Plan, including, without
limitation, executing and letting become effective a general waiver and release
in substantially the form attached to the Plan as Exhibit A, Exhibit B
or Exhibit C, as applicable, within the applicable time period set forth
therein, shall receive severance benefits as set forth in this Appendix A.


 


(a)           Cash
Severance.  The Company shall make a
lump sum payment of “Cash Severance” to the Eligible Employee in an amount
determined as follows:


 




	
  Title at Termination

  	
   

  	
  Amount

  
	
  CEO or EVP

  	
   

  	
  2.5 x (Base
  Salary + Eligible Bonus)

  
	
  SVP or VP
  (Section 16 reporting officers)

  	
   

  	
  2.0 x (Base
  Salary + Eligible Bonus)

  
	
  SVP or VP
  (non-officers)

  	
   

  	
  1.5 x (Base
  Salary + Eligible Bonus)

  






 


Subject to Section 3(e) of the Plan, the Cash Severance will
be paid in a lump sum on the first regular payroll date following the effective
date of the general waiver and release, but in no event later than March 15
of the year following the year in which the Qualifying Termination occurs.


 


(b)           COBRA
Premium Benefit.  If the Eligible Employee was enrolled in a
group health plan (i.e., medical,
dental, or vision plan) sponsored by the Company or an affiliate of the Company
immediately prior to the Qualifying Termination, the Eligible Employee may be eligible
to continue coverage under such group health plan (or to convert to an
individual policy) at the time of the Eligible Employee’s termination of
employment under the Consolidated Omnibus Budget Reconciliation Act of 1985
(together with any state law of similar effect, “COBRA”).  The
Company will notify the Eligible Employee of any such right to continue such
coverage at the time of termination pursuant to COBRA.  No provision of this Plan will affect the
continuation coverage rules under COBRA, except that the Company’s
payment, if any, of applicable insurance premiums, or waiver of any cost of
coverage under any self-funded group health plan, will be credited as payment
by the Eligible Employee for purposes of the Eligible 


 


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Employee’s payment required under COBRA.  Therefore, the period during which an
Eligible Employee may elect to continue the Company’s or its affiliate’s group
health plan coverage at his or her own expense under COBRA, the length of time
during which COBRA coverage will be made available to the Eligible Employee,
and all other rights and obligations of the Eligible Employee under COBRA
(except the obligation to pay insurance premiums that the Company pays, if any,
or, with respect to a self-funded plan, any obligation to pay the cost of
coverage to the Company that the Company waives, if any) will be applied in the
same manner that such rules would apply in the absence of this Plan.


 


If an Eligible Employee timely elects
continued coverage under COBRA, the Company shall pay the full amount of the
Eligible Employee’s COBRA premiums, or shall provide coverage under any
self-funded plan, on behalf of the Eligible Employee for the Eligible Employee’s
continued coverage under the Company’s group health plans, including coverage
for the Eligible Employee’s eligible dependents, for up to eighteen (18) months
following the Eligible Employee’s Qualifying Termination; provided,
however, that no such premium payments shall be made, and no coverage
shall be provided under any self-funded group health plan, following the date
on which the Eligible Employee and his eligible dependents cease (or would
cease) to be eligible for continued coverage under COBRA.  Each Eligible Employee shall be required to
notify the Company immediately if the Eligible Employee becomes covered by a
group health plan of a subsequent employer. 
Upon the conclusion of such period of insurance premium payments made by
the Company, or the provision of coverage under a self-funded group health
plan, the Eligible Employee will be responsible for the timely payment of the
full amount of premiums (or payment for the cost of coverage) required under
COBRA for the duration of the COBRA period.


 


For purposes of this Section 1(b), any
applicable insurance premiums that are paid by the Company shall not include
any amounts payable by the Eligible Employee under an Internal Revenue Code Section 125
health care reimbursement plan, which amounts, if any, are the sole
responsibility of the Eligible Employee.


 


(c)           Accelerated
Vesting.  The vesting and
exercisability of all then-outstanding compensatory equity awards held by the
Eligible Employee shall be accelerated such that the awards are fully vested
and exercisable as of the date of the Qualifying Termination.


 


(d)           Extended
Period to Exercise Post Termination. 
If the Eligible Employee has signed an agreement to extend the period to
exercise post termination within thirty (30) days after becoming eligible to
participate in the Plan, the Company will amend such Eligible Employee’s
then-outstanding stock options to extend the post-termination exercise period
of such options that is applicable upon a Qualifying Termination until the
earlier of (i) the original end of the term of each such option (generally
10 years from the date of grant) or (ii) the one (1) year anniversary
of the date of the Qualifying Termination.


 


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2.             Definitions:
 The following definitions shall
apply for purposes of this Appendix A:


 


(a)           “Base Salary” shall mean the greater of the Eligible
Employee’s base salary in effect immediately prior to (i) the Change of
Control or (ii) the date of the Qualifying Termination. Base Salary does
not include variable forms of compensation such as bonuses, incentive
compensation, commissions, expenses or expense allowances.


 


(b)           “Eligible Bonus” shall mean the product of (i) the
average percentage of the target annual incentive bonus earned by the Eligible
Employee for performance during the two fiscal years immediately prior to the
fiscal year in which the Qualifying Termination occurs and (ii) the target
annual incentive bonus, expressed in dollars, which the Eligible Employee is
eligible to earn in the fiscal year in which (A) the Change of Control
occurs or (B) the Qualifying Termination occurs, whichever of (A) or (B) is
greater.


 


The foregoing severance benefits are subject
to all of the terms and conditions of the Plan, including reduction against any
other severance owed to the Eligible Employee.


 


	
   

  	
  Appendix A Adopted: November 13, 2008

  
	
   

  	
   

  
	
   

  	
  Rigel Pharmaceuticals, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dolly Vance

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP, General Counsel, Corporate Secretary

  
				



 


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