EXHIBIT
10.26


 


RIGEL PHARMACEUTICALS, INC.


 


2000 EMPLOYEE STOCK PURCHASE PLAN


 


APPROVED BY THE BOARD OF DIRECTORS AUGUST 18, 2000


APPROVED BY STOCKHOLDERS SEPTEMBER 11, 2000


AMENDED AND RESTATED APRIL 24, 2003


APPROVED BY STOCKHOLDERS JUNE 20, 2003


AMENDED JANUARY 31, 2007


APPROVED BY STOCKHOLDERS MAY 31, 2007


AMENDED BY THE COMPENSATION COMMITTEE NOVEMBER 13, 2008


 


1.             PURPOSE.


 


(a)           The purpose of this
2000 Employee Stock Purchase Plan (the “Plan”) is to provide a means by which
employees of Rigel Pharmaceuticals, Inc. (the “Company”) and its
Affiliates, as defined in subparagraph 1(b), that are designated as provided in
subparagraph 2(b), may be given an opportunity to purchase common stock of the
Company (the “Common Stock”).


 


(b)           The word “Affiliate”
as used in the Plan means any parent corporation or subsidiary corporation of
the Company, as those terms are defined in Sections 424(e) and (f),
respectively, of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(c)           The Company, by
means of the Plan, seeks to retain the services of its employees, to secure and
retain the services of new employees, and to provide incentives for such
persons to exert maximum efforts for the success of the Company.


 


(d)           The Company intends
that the rights to purchase stock of the Company granted under the Plan be
considered options issued under an “employee stock purchase plan” as that term
is defined in Section 423(b) of the Code.


 


2.             ADMINISTRATION.


 


(a)           The
Plan shall be administered by the Board of Directors (the “Board”) of the
Company unless and until the Board delegates administration to a Committee, as
provided in subparagraph 2(c).  Whether
or not the Board has delegated administration, the Board shall have the final
power to determine all questions of policy and expediency that may arise in the
administration of the Plan.


 


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


 


(i)            To determine when
and how rights to purchase stock of the Company shall be granted and the
provisions of each offering of such rights (which need not be identical).


 


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(ii)           To designate from
time to time which Affiliates of the Company shall be eligible to participate
in the Plan.


 


(iii)         To construe and
interpret the Plan and rights 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, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective.


 


(iv)          To amend the Plan as
provided in paragraph 13.


 


(v)            To terminate or
suspend the Plan as provided in paragraph 15.


 


(vi)          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 and its Affiliates and
to carry out the intent that the Plan be treated as an “employee stock purchase
plan” within the meaning of Section 423 of the Code.


 


(c)           The Board may
delegate administration of the Plan to a Committee composed of not fewer than
two (2) members of the Board (the “Committee”).  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. 
The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan.


 


3.             SHARES SUBJECT TO THE
PLAN.


 


(a)           Subject to the
provisions of paragraph 12 relating to adjustments upon changes in stock, the
Common Stock that may be sold pursuant to rights granted under the Plan shall
not exceed in the aggregate 464,062 shares of Common Stock, plus an annual
increase to be added on the first seven (7) anniversaries of the Effective
Date of the Plan, ending on and including the anniversary of the Effective Date
in 2007, equal to the least of (i) one
percent (1%) of the total number of shares of Common Stock outstanding on such
anniversary date, (ii) 88,888 shares, or (iii) a number of shares
determined by the Board prior to the anniversary date.  In addition, an additional 1,500,000 shares
shall be made available under the Plan on the first date of the next Offering
that commences on or after July 1, 2007. 
If any right granted under the Plan shall for any reason terminate
without having been exercised, the Common Stock not purchased under such right
shall again become available for the Plan.


 


(b)           The stock subject
to the Plan may be unissued shares or reacquired shares, bought on the market
or otherwise.


 


4.             GRANT OF RIGHTS;
OFFERING.


 


The Board or
the Committee may from time to time grant or provide for the grant of rights to
purchase Common Stock of the Company under the Plan to eligible employees (an “Offering”)
on a date or dates (the “Offering Date(s)”) selected by the Board or the
Committee.  Each Offering shall be in
such form and shall contain such terms and conditions as the Board or 


 


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the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of
the Code that all employees granted rights to purchase stock under the Plan
shall have the same rights and privileges. 
The terms and conditions of an Offering shall be incorporated by
reference into the Plan and treated as part of the Plan.  The provisions of separate Offerings need not
be identical, but each Offering shall include (through incorporation of the
provisions of this Plan by reference in the document comprising the Offering or
otherwise) the period during which the Offering shall be effective, which
period shall not exceed twenty-seven (27) months beginning with the Offering
Date, and the substance of the provisions contained in paragraphs 5 through 8,
inclusive.


 


5.             ELIGIBILITY.


 


(a)           Rights may be
granted only to employees of the Company or, as the Board or the Committee may
designate as provided in subparagraph 2(b), to employees of any Affiliate of
the Company.  Except as provided in
subparagraph 5(b), an employee of the Company or any Affiliate shall not be
eligible to be granted rights under the Plan unless, on the Offering Date, such
employee has been in the employ of the Company or any Affiliate for such
continuous period preceding such grant as the Board or the Committee may
require, but in no event shall the required period of continuous employment be
greater than two (2) years.  In
addition, unless otherwise determined by the Board or the Committee and set
forth in the terms of the applicable Offering, no employee of the Company or
any Affiliate shall be eligible to be granted rights under the Plan, unless, on
the Offering Date, such employee’s customary employment with the Company or
such Affiliate is for at least twenty (20) hours per week and at least five (5) months
per calendar year.


 


(b)           The Board or the
Committee may provide that each person who, during the course of an Offering,
first becomes an eligible employee of the Company or designated Affiliate will,
on a date or dates specified in the Offering which coincides with the day on
which such person becomes an eligible employee or occurs thereafter, receive a
right under that Offering, which right shall thereafter be deemed to be a part
of that Offering.  Such right shall have
the same characteristics as any rights originally granted under that Offering,
as described herein, except that:


 


(i)            the date on which
such right is granted shall be the “Offering Date” of such right for all
purposes, including determination of the exercise price of such right;


 


(ii)           the period of the
Offering with respect to such right shall begin on its Offering Date and end
coincident with the end of such Offering; and


 


(iii)         the Board or the
Committee may provide that if such person first becomes an eligible employee
within a specified period of time before the end of the Offering, he or she
will not receive any right under that Offering.


 


(c)           No employee shall
be eligible for the grant of any rights under the Plan if, immediately after
any such rights are granted, such employee owns stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company 


 


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or of any Affiliate.  For purposes of this subparagraph 5(c), the rules of
Section 424(d) of the Code shall apply in determining the stock
ownership of any employee, and stock which such employee may purchase under all
outstanding rights and options shall be treated as stock owned by such
employee.


 


(d)           An eligible
employee may be granted rights under the Plan only if such rights, together
with any other rights granted under “employee stock purchase plans” of the
Company and any Affiliates, as specified by Section 423(b)(8) of the
Code, do not permit such employee’s rights to purchase stock of the Company or
any Affiliate to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of fair market value of such stock (determined at the time such
rights are granted) for each calendar year in which such rights are outstanding
at any time.


 


(e)           Officers of the
Company and any designated Affiliate shall be eligible to participate in
Offerings under the Plan; provided, however,
that the Board may provide in an Offering that certain employees who are highly
compensated employees within the meaning of Section 423(b)(4)(D) of
the Code shall not be eligible to participate.


 


6.             RIGHTS; PURCHASE
PRICE.


 


(a)           On each Offering
Date, each eligible employee, pursuant to an Offering made under the Plan,
shall be granted the right to purchase up to the number of shares of Common
Stock of the Company purchasable with a percentage designated by the Board or
the Committee not exceeding fifteen percent (15%) of such employee’s Earnings
(as defined in subparagraph 7(a)) during the period which begins on the
Offering Date (or such later date as the Board or the Committee determines for
a particular Offering) and ends on the date stated in the Offering, which date
shall be no later than the end of the Offering. 
The Board or the Committee shall establish one or more dates during an
Offering (the “Purchase Date(s)”) on which rights granted under the Plan shall
be exercised and purchases of Common Stock carried out in accordance with such
Offering.


 


(b)           In connection with
each Offering made under the Plan, the Board or the Committee may specify a
maximum number of shares that may be purchased by any employee as well as a
maximum aggregate number of shares that may be purchased by all eligible
employees pursuant to such Offering.  In
addition, in connection with each Offering that contains more than one Purchase
Date, the Board or the Committee may specify a maximum aggregate number of
shares which may be purchased by all eligible employees on any given Purchase
Date under the Offering.  If the
aggregate purchase of shares upon exercise of rights granted under the Offering
would exceed any such maximum aggregate number, the Board or the Committee
shall make a pro rata allocation of the shares available in as nearly a uniform
manner as shall be practicable and as it shall deem to be equitable.


 


(c)           The purchase price
of stock acquired pursuant to rights granted under the Plan shall be not less
than the lesser of:


 


(i)            an amount equal to
eighty-five percent (85%) of the fair market value of the stock on the Offering
Date; or


 


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(ii)           an amount equal to
eighty-five percent (85%) of the fair market value of the stock on the Purchase
Date.


 


7.             PARTICIPATION;
WITHDRAWAL; TERMINATION.


 


(a)           An eligible
employee may become a participant in the Plan pursuant to an Offering by
delivering a participation agreement to the Company within the time specified
in the Offering, in such form as the Company provides.  Each such agreement shall authorize payroll
deductions of up to the maximum percentage specified by the Board or the Committee
of such employee’s Earnings during the Offering.  “Earnings” is defined as an employee’s wages
(including amounts thereof elected to be deferred by the employee, that would
otherwise have been paid, under any arrangement established by the Company that
is intended to comply with Section 125, Section 401(k), Section 402(h) or
Section 403(b) of the Code or that provides non-qualified deferred
compensation), which shall include overtime pay, but shall exclude profit
sharing, bonuses, incentive pay, commissions or other remuneration paid
directly to the employee, the cost of employee benefits paid for by the Company
or an Affiliate, education or tuition reimbursements, imputed income arising
under any group insurance or benefit program, traveling expenses, business and
moving expense reimbursements, income received in connection with stock
options, contributions made by the Company or an Affiliate under any employee
benefit plan, and similar items of compensation, as determined by the Board or
the Committee.  The payroll deductions
made for each participant shall be credited to an account for such participant
under the Plan and shall be deposited with the general funds of the
Company.  A participant may reduce
(including to zero) or increase such payroll deductions, and an eligible
employee may begin such payroll deductions, after the beginning of any Offering
only as provided for in the Offering.  A
participant may make additional payments into his or her account only if
specifically provided for in the Offering and only if the participant has not had
the maximum amount withheld during the Offering.


 


(b)           At any time during
an Offering, a participant may terminate his or her payroll deductions under
the Plan and withdraw from the Offering by delivering to the Company a notice
of withdrawal in such form as the Company provides.  Such withdrawal may be elected at any time
prior to the end of the Offering except as provided by the Board or the
Committee in the Offering.  Upon such
withdrawal from the Offering by a participant, the Company shall distribute to
such participant all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant’s
interest in that Offering shall be automatically terminated.  A participant’s withdrawal from an Offering
will have no effect upon such participant’s eligibility to participate in any
other Offerings under the Plan but such participant will be required to deliver
a new participation agreement in order to participate in subsequent Offerings
under the Plan.


 


(c)           Rights granted
pursuant to any Offering under the Plan shall terminate immediately upon
cessation of any participating employee’s employment with the Company and any
designated Affiliate, for any reason, and the Company shall distribute to such
terminated employee all of his or her accumulated payroll deductions (reduced
to the extent, if any, such 


 


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deductions have been used to acquire stock
for the terminated employee), under the Offering, without interest.


 


(d)           Rights granted
under the Plan shall not be transferable by a participant otherwise than by
will or the laws of descent and distribution, or by a beneficiary designation
as provided in paragraph 14 and, otherwise during his or her lifetime, shall be
exercisable only by the person to whom such rights are granted.


 


8.             EXERCISE.


 


(a)           On each Purchase
Date specified therefor in the relevant Offering, each participant’s accumulated
payroll deductions and other additional payments specifically provided for in
the Offering (without any increase for interest) will be applied to the
purchase of whole shares of stock of the Company, up to the maximum number of
shares permitted pursuant to the terms of the Plan and the applicable Offering,
at the purchase price specified in the Offering.  No fractional shares shall be issued upon the
exercise of rights granted under the Plan. 
The amount, if any, of accumulated payroll deductions remaining in each
participant’s account after the purchase of shares which is less than the
amount required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant’s account for the purchase of
shares under the next Offering under the Plan, unless such participant
withdraws from such next Offering, as provided in subparagraph 7(b), or is no
longer eligible to be granted rights under the Plan, as provided in paragraph
5, in which case such amount shall be distributed to the participant after such
final Purchase Date, without interest. 
The amount, if any, of accumulated payroll deductions remaining in any
participant’s account after the purchase of shares which is equal to the amount
required to purchase whole shares of stock on the final Purchase Date of an
Offering shall be distributed in full to the participant after such Purchase
Date, without interest.


 


(b)           No rights granted
under the Plan may be exercised to any extent unless the shares to be issued upon
such exercise under the Plan (including rights granted thereunder) are covered
by an effective registration statement pursuant to the Securities Act of 1933,
as amended (the “Securities Act”) and the Plan is in material compliance with
all applicable state, foreign and other securities and other laws applicable to
the Plan.  If on a Purchase Date in any
Offering hereunder the Plan is not so registered or in such compliance, no
rights granted under the Plan or any Offering shall be exercised on such Purchase
Date, and the Purchase Date shall be delayed until the Plan is subject to such
an effective registration statement and such compliance, except that the
Purchase Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months from the
Offering Date.  If on the Purchase Date
of any Offering hereunder, as delayed to the maximum extent permissible, the
Plan is not registered and in such compliance, no rights granted under the Plan
or any Offering shall be exercised and all payroll deductions accumulated
during the Offering (reduced to the extent, if any, such deductions have been
used to acquire stock) shall be distributed to the participants, without
interest.


 


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9.             COVENANTS OF THE
COMPANY.


 


The Company shall seek to obtain from each
federal, state, foreign or other regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to issue and sell
shares of stock upon exercise of the rights granted under the Plan.  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 rights unless and until
such authority is obtained.


 


10.          USE OF PROCEEDS FROM
STOCK.


 


Proceeds from
the sale of stock pursuant to rights granted under the Plan shall constitute
general funds of the Company.


 


11.          RIGHTS AS A STOCKHOLDER.


 


A participant
shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares subject to rights granted under the Plan
unless and until the participant’s shareholdings acquired upon exercise of
rights under the Plan are recorded in the books of the Company.


 


12.          ADJUSTMENTS UPON CHANGES
IN STOCK.


 


(a)           If any change is
made in the stock subject to the Plan, or subject to any rights granted under
the Plan, due to a change in corporate capitalization and without the receipt
of consideration by the Company (through reincorporation, stock dividend, stock
split, reverse stock split, combination or reclassification of shares), the
Plan will be appropriately adjusted in the class(es) and maximum number of
securities subject to the Plan pursuant to subsection 3(a), and the outstanding
rights will be appropriately adjusted in the class(es) and number of securities
and price per share of stock subject to such outstanding rights.  Such adjustments shall be made by the Board,
the determination of which shall be final, binding and conclusive.


 


(b)           In the event
of:  (1) a dissolution, liquidation
or sale of all or substantially all of the securities or assets of the Company,
(2) a merger or consolidation in which the Company is not the surviving
corporation or (3) 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
may assume outstanding rights or substitute similar rights for those under the
Plan.  In the event that no surviving
corporation assumes outstanding rights or substitutes similar rights therefor,
participants’ accumulated payroll deductions shall be used to purchase Common
Stock immediately prior to the transaction described above and the participants’
rights under the ongoing Offering shall terminate immediately following such
purchase.


 


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13.          AMENDMENT OF THE PLAN.


 


(a)           The Board at any
time, and from time to time, may amend the Plan.  However, except as provided in paragraph 12
relating to adjustments upon changes in stock, no amendment shall be effective
unless approved by the stockholders of the Company within twelve (12) months
before or after the adoption of the amendment, where the amendment will:


 


(i)            Increase the
number of shares reserved for rights under the Plan;


 


(ii)           Modify the
provisions as to eligibility for participation in the Plan (to the extent such
modification requires stockholder approval in order for the Plan to obtain
employee stock purchase plan treatment under Section 423 of the Code or to
comply with the requirements of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (“Rule 16b-3”)); or


 


(iii)         Modify the Plan in
any other way if such modification requires stockholder approval in order for
the Plan to obtain employee stock purchase plan treatment under Section 423
of the Code or to comply with the requirements of Rule 16b-3.


 


It is expressly contemplated
that the Board may amend the Plan in any respect the Board deems necessary or
advisable to provide eligible employees with the maximum benefits provided or
to be provided under the provisions of the Code and the regulations promulgated
thereunder relating to employee stock purchase plans and/or to bring the Plan
and/or rights granted under it into compliance therewith.


 


(b)           Rights and
obligations under any rights granted before amendment of the Plan shall not be
impaired by any amendment of the Plan, except with the consent of the person to
whom such rights were granted, or except as necessary to comply with any laws
or governmental regulations, or except as necessary to ensure that the Plan
and/or rights granted under the Plan comply with the requirements of Section 423
of the Code.


 


14.          DESIGNATION OF
BENEFICIARY.


 


(a)           A participant may
file a written designation of a beneficiary who is to receive any shares and
cash, if any, from the participant’s account under the Plan in the event of
such participant’s death subsequent to the end of an Offering but prior to
delivery to the participant of such shares and cash.  In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death during an
Offering.


 


(b)           Such designation of
beneficiary may be changed by the participant at any time by written
notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its sole discretion, may
deliver such shares and/or cash to the spouse or to any one or more dependents
or relatives of the participant, or if no spouse, 


 


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dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


15.          TERMINATION OR
SUSPENSION OF THE PLAN.


 


(a)           The Board in its
discretion, may suspend or terminate the Plan at any time.  No rights may be granted under the Plan while
the Plan is suspended or after it is terminated.


 


(b)           Rights and
obligations under any rights granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan, except as
expressly provided in the Plan or with the consent of the person to whom such
rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423
of the Code.


 


(c)           Notwithstanding the
foregoing, the Plan shall terminate and no rights may be granted under the Plan
after the tenth anniversary of the Effective Date.


 


16.          EFFECTIVE DATE OF PLAN.


 


The Plan shall
become effective simultaneously with the effectiveness of the Company’s
registration statement under the Securities Act with respect to the initial
public offering of shares of the Company’s Common Stock (the “Effective Date”),
but no rights granted under the Plan shall be exercised unless and until the
Plan has been approved by the stockholders of the Company within twelve (12)
months before or after the date the Plan is adopted by the Board, which date
may be prior to the Effective Date.


 


17.          MISCELLANEOUS PROVISIONS.


 


(a)           The Plan and
Offering do not constitute an employment contract.  Nothing in the Plan or in the Offering shall
in any way alter the at will nature of a participant’s employment or be deemed
to create in any way whatsoever any obligation on the part of any participant
to continue in the employ of the Company or any Affiliate, or on the part of
the Company or any Affiliate to continue the employment of a participant.


 


(b)           The provisions of
the Plan shall be governed by the laws of the State of Delaware without resort
to that state’s conflicts of laws rules.


 


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