Exhibit
10.28


 


 


[Rigel Letterhead]


March 18, 2002


 


 


Elliott B. Grossbard, M.D.


443 Lake Street


San Francisco, CA


94118


Re:  Employment Terms


Dear Elliott:


Rigel Pharmaceuticals,
Inc. (the Company) is pleased to offer you the position of Senior Vice President,
Medical Development reporting to James Gower, on the following terms. You will
be responsible for all duties customarily associated with this position, and
such duties as may be assigned to you by the Company from time to time. You
will work at our facility located at 240 E. Grand Ave, South San Francisco,
California. Of course, the Company may change your position, duties and work
location from time to time as it deems necessary.


Your initial annual
salary will be $275,000 (less all required withholdings and any voluntary
payroll deductions) and will be reviewed periodically. In addition, Rigel
currently offers a Company Bonus Plan with the successful attainment of Company
goals. You will be eligible for the Company’s standard benefits, including medical
insurance, vacation, sick leave, and holidays. Details about these benefits are
available for your review upon request. The Company may modify compensation and
benefits from time to time as it deems necessary. Additionally, management will
recommend approval by the Company’s Board of Directors, at its next regular
meeting after commencement of your employment, the grant to you, your “stock
option,” to purchase 250,000 (two hundred fifty thousand) shares of the
Company’s common stock. Your “stock option” will vest during your employment
over four years for full vesting at your 4th employment anniversary; provided
however, if solely as a result of a change of conrol of the Company your
employement is terminated or your responsibilities are substantially diminished
prior to April 1, 2004, the unexercisable portion of Stock Option will vest and
become immediately exercisable.


As a Rigel employee, you
will be required to sign and comply with the Company Proprietary information
and Inventions Agreement, attached hereto as Exhibit A, which prohibits
unauthorized use or disclosure of Company proprietary information.


 


 

















 


You may terminate your
employment with the Company at any time and for any reason whatsoever simply by
notifying the Company. Likewise, the Company may terminate your employment at
any time and for any reason whatsoever, with or without cause or advance
notice. This at-will employment relationship cannot be changed except in a
writing signed by a Company officer. Please be aware that your first six months
of employment are considered an Employment Evaluation Period, although your
employement will remain at-will at all times, even after the Employment
Evaluation Period ends. For specific information on this policy, please talk to
your Manager and/or Human Resources Representative.


You agree that, for one
(1) year following the termination of your employment with the Company, you
will not personally initiate or participate in the solicitation of any employee
of the Company or any of its affiliates to terminate his or her relationship
with the Company or any of its affiliates in order to become an employee for
any other person or business entity and that you sign an agreement to that
effect upon commencing employment.


To ensure rapid and
economical resolution of any disputes which may arise under this Agreement, you
and the Company agree that any and all disputes or controversies, whether of
law or fact of any nature whatsoever (including, but not limited to, all state
and federal statutory and discrimination claims), with the sole exception of
those disputes which may arise from your Proprietary Information and Inventions
Agreement, arising from or regarding your employment or the termination
thereof, or the interpretation, performance, enforcement or breach of this
Agreement shall be resolved by confidential, final and binding arbitration
under the then-existing Rules of Practice and procedure of Judicial Arbitration
and Mediation Services, Inc. (JAMS), which shall be conducted in San Francisco,
California.


This Agreement, including
Exhibit A constitutes the complete, final and exclusive embodiment of the
entire agreement between you and the Company with respect to the terms and
conditions of your employment. This Agreement is entered into without reliance upon
any promise, warranty or representation, written or oral, other than those
expressly contained herein, and it supersedes any other such promises,
warranties, representations or agreements. It may not be amended or modified
except by a written instrument signed by you and a duly authorized officer of
the Company. If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, this determination will not affect any
other provision of this Agreement. This Agreement shall be construed and
interpreted in accordance with the laws of the State of California and shall be
deemed drafted by both parties.


As required by law, this
offer is subject to satisfactory proof of your right to work in the United
States.


 


 

















 


As acceptance to
employment at the Company under the terms described above, please sign and date
this letter and Exhibit A, and return them to Rick Ross, Senior Director, Human
Resources. We are very excited that you are joining our Team and look forward
to your start date of April 1, 2002.


We look forward to your
favorable reply and to a productive and enjoyable work relationship.


 


	
   

  	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  RIGEL PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     /s/
  James Gower

  
	
   

  	
   

  	
   

  	
  James Gower

  
	
   

  	
   

  	
   

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
     /s/
  Elliott Grossbard

  	
   

  	
   

  	
   

  
	
  Elliott Grossbard

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
     3/20/02

  	
   

  	
   

  	
   

  
	
  Date