**EXHIBIT 10.25**

 

**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**

**AMENDED BY THE COMPENSATION COMMITTEE JANUARY 20, 2010**

 

**1.****            ****PURPOSE.**

 

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

 

**(b)****          **The word “Affiliate” as usedin the Plan means any parent corporation or subsidiary corporation of theCompany, 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 thePlan, seeks to retain the services of its employees, to secure and retain theservices of new employees, and to provide incentives for such persons to exertmaximum efforts for the success of the Company.

 

**(d)****          **The Company intends that therights to purchase stock of the Company granted under the Plan be consideredoptions issued under an “employee stock purchase plan” as that term is definedin Section 423(b) of the Code.

 

**2.****            ****ADMINISTRATION.**

 

**(a)****          **The Plan shall beadministered by the Board of Directors (the “Board”) of the Company unless anduntil the Board delegates administration to a Committee, as provided insubparagraph 2(c).  Whether or not theBoard has delegated administration, the Board shall have the final power todetermine all questions of policy and expediency that may arise in theadministration of the Plan.

 

**(b)****          **The Board shall have thepower, subject to, and within the limitations of, the express provisions of thePlan:

 

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

 

**(ii)****                               **To designatefrom time to time which Affiliates of the Company shall be eligible toparticipate in the Plan.

 

**(iii)****                           **To construe andinterpret the Plan and rights granted under it, and to establish, amend andrevoke rules and regulations for its administration.  The Board, in the exercise of this power, maycorrect any defect, omission or inconsistency in the Plan, in a manner and tothe extent it shall deem necessary or expedient to make the Plan fullyeffective.

 

**(iv)****                              **To amend thePlan as provided in paragraph 13.

 

**(v)****                                  **To terminate orsuspend the Plan as provided in paragraph 15.

 

**(vi)****                              **Generally, toexercise such powers and to perform such acts as the Board deems necessary orexpedient to promote the best interests of the Company and its Affiliates andto carry out the intent that the Plan be treated as an “employee stock purchaseplan” within the meaning of Section 423 of the Code.

 

**(c)****          **The Board may delegateadministration of the Plan to a Committee composed of not fewer than two (2) membersof the Board (the “Committee”).  Ifadministration is delegated to a Committee, the Committee shall have, inconnection with the administration of the Plan, the powers theretoforepossessed by the Board, subject, however, to such resolutions, not inconsistentwith the provisions of the Plan, as may be adopted from time to time by theBoard.  The Board may abolish theCommittee at any time and revest in the Board the administration of the Plan.

 

**3.****            ****SHARESSUBJECT TO THE PLAN.**

 

**(a)****          **Subject to the provisions ofparagraph 12 relating to adjustments upon changes in stock, the Common Stockthat may be sold pursuant to rights granted under the Plan shall not exceed inthe aggregate 464,062****shares ofCommon Stock, plus an annual increase to be added on the first seven (7) anniversariesof the Effective Date of the Plan ending on and including the anniversary ofthe Effective Date in 2007, equal to the *least*of (i) onepercent (1%) of the total number of shares of Common Stock outstanding on suchanniversary date, (ii) 88,888 shares, or (iii) a number of sharesdetermined by the Board prior to the anniversary date.  In addition, an additional 1,500,000 sharesshall be made available under the Plan on the first date of the next Offeringthat commences on or after July 1, 2007. If any right granted under the Plan shall for any reason terminatewithout having been exercised, the Common Stock not purchased under such rightshall again become available for the Plan.

 

**(b)****          **The stock subject to thePlan may be unissued shares or reacquired shares, bought on the market orotherwise.

 

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**4.****            ****GRANTOF RIGHTS; OFFERING.**

 

TheBoard or the Committee may from time to time grant or provide for the grant ofrights to purchase Common Stock of the Company under the Plan to eligibleemployees (an “Offering”) on a date or dates (the “Offering Date(s)”) selectedby the Board or the Committee.  EachOffering shall be in such form and shall contain such terms and conditions asthe Board or the Committee shall deem appropriate, which shall comply with therequirements of Section 423(b)(5) of the Code that all employeesgranted rights to purchase stock under the Plan shall have the same rights andprivileges.  The terms and conditions ofan Offering shall be incorporated by reference into the Plan and treated as partof the Plan.  The provisions of separateOfferings need not be identical, but each Offering shall include (throughincorporation of the provisions of this Plan by reference in the documentcomprising the Offering or otherwise) the period during which the Offeringshall be effective, which period shall not exceed twenty-seven (27) monthsbeginning with the Offering Date, and the substance of the provisions containedin paragraphs 5 through 8, inclusive.

 

**5.****            ****ELIGIBILITY.**

 

**(a)****          **Rights may be granted onlyto employees of the Company or, as the Board or the Committee may designate asprovided in subparagraph 2(b), to employees of any Affiliate of theCompany.  Except as provided insubparagraph 5(b), an employee of the Company or any Affiliate shall not beeligible to be granted rights under the Plan unless, on the Offering Date, suchemployee has been in the employ of the Company or any Affiliate for suchcontinuous period preceding such grant as the Board or the Committee mayrequire, but in no event shall the required period of continuous employment begreater than two (2) years.  Inaddition, unless otherwise determined by the Board or the Committee and setforth in the terms of the applicable Offering, no employee of the Company orany Affiliate shall be eligible to be granted rights under the Plan, unless, onthe Offering Date, such employee’s customary employment with the Company orsuch Affiliate is for at least twenty (20) hours per week and at least five (5) monthsper calendar year.

 

**(b)****          **The Board or the Committeemay provide that each person who, during the course of an Offering, firstbecomes an eligible employee of the Company or designated Affiliate will, on adate or dates specified in the Offering which coincides with the day on whichsuch person becomes an eligible employee or occurs thereafter, receive a rightunder that Offering, which right shall thereafter be deemed to be a part ofthat Offering.  Such right shall have thesame characteristics as any rights originally granted under that Offering, asdescribed herein, except that:

 

**(i)****           **the date on which such rightis 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 Offeringwith respect to such right shall begin on its Offering Date and end coincidentwith the end of such Offering; and

 

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**(iii)****         **the Board or the Committeemay provide that if such person first becomes an eligible employee within a specifiedperiod of time before the end of the Offering, he or she will not receive anyright under that Offering.

 

**(c)****          **No employee shall beeligible for the grant of any rights under the Plan if, immediately after anysuch 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 ofthe Company or of any Affiliate.  Forpurposes of this subparagraph 5(c), the rules of Section 424(d) ofthe Code shall apply in determining the stock ownership of any employee, andstock which such employee may purchase under all outstanding rights and optionsshall be treated as stock owned by such employee.

 

**(d)****          **An eligible employee may begranted rights under the Plan only if such rights, together with any otherrights granted under “employee stock purchase plans” of the Company and anyAffiliates, as specified by Section 423(b)(8) of the Code, do notpermit such employee’s rights to purchase stock of the Company or any Affiliateto accrue at a rate which exceeds twenty-five thousand dollars ($25,000) offair market value of such stock (determined at the time such rights aregranted) for each calendar year in which such rights are outstanding at anytime.

 

**(e)****          **Officers of the Company andany designated Affiliate shall be eligible to participate in Offerings underthe Plan; *provided, however,* that the Board mayprovide in an Offering that certain employees who are highly compensatedemployees within the meaning of Section 423(b)(4)(D) of the Codeshall not be eligible to participate.

 

**6.****            ****RIGHTS;PURCHASE PRICE.**

 

**(a)****          **On each Offering Date, eacheligible employee, pursuant to an Offering made under the Plan, shall begranted the right to purchase up to the number of shares of Common Stock of theCompany purchasable with a percentage designated by the Board or the Committeenot exceeding fifteen percent (15%) of such employee’s Earnings (as defined insubparagraph 7(a)) during the period which begins on the Offering Date (or suchlater 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 thanthe end of the Offering.  The Board orthe Committee shall establish one or more dates during an Offering (the “PurchaseDate(s)”) on which rights granted under the Plan shall be exercised andpurchases of Common Stock carried out in accordance with such Offering.

 

**(b)****          **In connection with eachOffering made under the Plan, the Board or the Committee may specify a maximumnumber of shares that may be purchased by any employee as well as a maximumaggregate number of shares that may be purchased by all eligible employeespursuant to such Offering.  In addition,in connection with each Offering that contains more than one Purchase Date, theBoard or the Committee may specify a maximum aggregate number of shares whichmay be purchased by all eligible employees on any given Purchase Date under theOffering.  If the aggregate purchase ofshares upon exercise of rights granted under the Offering would exceed any suchmaximum aggregate number, the Board or the Committee shall make a 

 

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pro rata allocation of theshares available in as nearly a uniform manner as shall be practicable and asit shall deem to be equitable.

 

**(c)****          **The purchase price of stockacquired pursuant to rights granted under the Plan shall be not less than thelesser of:

 

**(i)****           **an amount equal toeighty-five percent (85%) of the fair market value of the stock on the OfferingDate; or

 

**(ii)****          **an amount equal toeighty-five percent (85%) of the fair market value of the stock on the PurchaseDate.

 

**7.****            ****PARTICIPATION;WITHDRAWAL; TERMINATION.**

 

**(a)****          **An eligible employee maybecome a participant in the Plan pursuant to an Offering by delivering aparticipation agreement to the Company within the time specified in theOffering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximumpercentage specified by the Board or the Committee of such employee’s Earningsduring the Offering.  “Earnings” isdefined as an employee’s wages (including amounts thereof elected to bedeferred by the employee, that would otherwise have been paid, under anyarrangement established by the Company that is intended to comply with Section 125,Section 401(k), Section 402(h) or Section 403(b) ofthe Code or that provides non-qualified deferred compensation), which shallinclude overtime pay, but shall exclude profit sharing, bonuses, incentive pay,commissions or other remuneration paid directly to the employee, the cost ofemployee benefits paid for by the Company or an Affiliate, education or tuitionreimbursements, imputed income arising under any group insurance or benefitprogram, traveling expenses, business and moving expense reimbursements, incomereceived in connection with stock options, contributions made by the Company oran Affiliate under any employee benefit plan, and similar items ofcompensation, as determined by the Board or the Committee.  The payroll deductions made for eachparticipant shall be credited to an account for such participant under the Planand 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 suchpayroll deductions, after the beginning of any Offering only as provided for inthe Offering.  A participant may makeadditional payments into his or her account only if specifically provided for inthe Offering and only if the participant has not had the maximum amountwithheld during the Offering.

 

**(b)****          **At any time during anOffering, a participant may terminate his or her payroll deductions under thePlan and withdraw from the Offering by delivering to the Company a notice ofwithdrawal in such form as the Company provides.  Such withdrawal may be elected at any timeprior to the end of the Offering except as provided by the Board or theCommittee in the Offering.  Upon suchwithdrawal from the Offering by a participant, the Company shall distribute tosuch participant all of his or her accumulated payroll deductions (reduced tothe extent, if any, such deductions have been used to acquire stock for theparticipant) under the Offering, without interest, and such participant’sinterest in that Offering shall be automatically terminated.  A participant’s withdrawal from an Offeringwill have no effect upon such participant’s eligibility 

 

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to participate in any otherOfferings under the Plan but such participant will be required to deliver a newparticipation agreement in order to participate in subsequent Offerings underthe Plan.

 

**(c)****          **Rights granted pursuant toany Offering under the Plan shall terminate immediately upon cessation of anyparticipating employee’s employment with the Company and any designatedAffiliate, for any reason, and the Company shall distribute to such terminatedemployee all of his or her accumulated payroll deductions (reduced to theextent, if any, such deductions have been used to acquire stock for theterminated employee), under the Offering, without interest.

 

**(d)****          **Rights granted under thePlan shall not be transferable by a participant otherwise than by will or thelaws of descent and distribution, or by a beneficiary designation as providedin paragraph 14 and, otherwise during his or her lifetime, shall be exercisableonly by the person to whom such rights are granted.

 

**8.****            ****EXERCISE.**

 

**(a)****          **On each Purchase Datespecified therefor in the relevant Offering, each participant’s accumulatedpayroll deductions and other additional payments specifically provided for inthe Offering (without any increase for interest) will be applied to thepurchase of whole shares of stock of the Company, up to the maximum number ofshares 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 theexercise of rights granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in eachparticipant’s account after the purchase of shares which is less than theamount required to purchase one share of stock on the final Purchase Date of anOffering shall be held in each such participant’s account for the purchase ofshares under the next Offering under the Plan, unless such participantwithdraws from such next Offering, as provided in subparagraph 7(b), or is nolonger eligible to be granted rights under the Plan, as provided in paragraph5, in which case such amount shall be distributed to the participant after suchfinal Purchase Date, without interest. The amount, if any, of accumulated payroll deductions remaining in anyparticipant’s account after the purchase of shares which is equal to the amountrequired to purchase whole shares of stock on the final Purchase Date of anOffering shall be distributed in full to the participant after such PurchaseDate, without interest.

 

**(b)****          **No rights granted under thePlan may be exercised to any extent unless the shares to be issued upon suchexercise under the Plan (including rights granted thereunder) are covered by aneffective registration statement pursuant to the Securities Act of 1933, asamended (the “Securities Act”) and the Plan is in material compliance with allapplicable state, foreign and other securities and other laws applicable to thePlan.  If on a Purchase Date in anyOffering hereunder the Plan is not so registered or in such compliance, norights granted under the Plan or any Offering shall be exercised on suchPurchase Date, and the Purchase Date shall be delayed until the Plan is subjectto such an effective registration statement and such compliance, except thatthe Purchase Date shall not be delayed more than twelve (12) months and thePurchase Date shall in no event be more than twenty-seven (27) months from theOffering Date.  If on the 

 

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Purchase Date of anyOffering hereunder, as delayed to the maximum extent permissible, the Plan isnot registered and in such compliance, no rights granted under the Plan or anyOffering shall be exercised and all payroll deductions accumulated during theOffering (reduced to the extent, if any, such deductions have been used toacquire stock) shall be distributed to the participants, without interest.

 

**9.****            ****COVENANTSOF THE COMPANY.**

 

The Company shall seek toobtain from each federal, state, foreign or other regulatory commission oragency having jurisdiction over the Plan such authority as may be required toissue and sell shares of stock upon exercise of the rights granted under thePlan.  If, after reasonable efforts, theCompany is unable to obtain from any such regulatory commission or agency theauthority which counsel for the Company deems necessary for the lawful issuanceand sale of stock under the Plan, the Company shall be relieved from anyliability for failure to issue and sell stock upon exercise of such rightsunless and until such authority is obtained.

 

**10.****         ****USE OF PROCEEDS FROM STOCK.**

 

Proceedsfrom the sale of stock pursuant to rights granted under the Plan shallconstitute general funds of the Company.

 

**11.****         ****RIGHTS AS A STOCKHOLDER.**

 

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

 

**12.****         ****ADJUSTMENTS UPON CHANGES IN STOCK.**

 

**(a)****          **If any change is made in thestock subject to the Plan, or subject to any rights granted under the Plan, dueto a change in corporate capitalization and without the receipt ofconsideration by the Company (through reincorporation, stock dividend, stocksplit, reverse stock split, combination or reclassification of shares), thePlan will be appropriately adjusted in the class(es) and maximum number ofsecurities subject to the Plan pursuant to subsection 3(a), and the outstandingrights will be appropriately adjusted in the class(es) and number of securitiesand 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 saleof all or substantially all of the securities or assets of the Company, (2) amerger or consolidation in which the Company is not the surviving corporationor (3) a reverse merger in which the Company is the surviving corporationbut the shares of Common Stock outstanding immediately preceding the merger areconverted by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, then any surviving corporation may assume outstandingrights or substitute similar rights for those under the Plan.  In the event that no surviving corporationassumes outstanding rights or substitutes similar rights therefor, participants’accumulated payroll deductions shall be 

 

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used to purchase CommonStock immediately prior to the transaction described above and the participants’rights under the ongoing Offering shall terminate immediately following suchpurchase.

 

**13.****         ****AMENDMENT OF THE PLAN.**

 

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

 

**(i)****           **Increase the number ofshares reserved for rights under the Plan;

 

**(ii)****          **Modify the provisions as toeligibility for participation in the Plan (to the extent such modificationrequires stockholder approval in order for the Plan to obtain employee stockpurchase plan treatment under Section 423 of the Code or to comply withthe requirements of Rule 16b-3 promulgated under the Securities ExchangeAct of 1934, as amended (“Rule 16b-3”)); or

 

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

 

Itis expressly contemplated that the Board may amend the Plan in any respect theBoard deems necessary or advisable to provide eligible employees with themaximum benefits provided or to be provided under the provisions of the Codeand the regulations promulgated thereunder relating to employee stock purchaseplans and/or to bring the Plan and/or rights granted under it into compliancetherewith.

 

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

 

**14.****         ****DESIGNATION OF BENEFICIARY.**

 

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

 

**(b)****          **Such designation ofbeneficiary may be changed by the participant at any time by writtennotice.  In the event of the death of aparticipant and in the absence of a beneficiary validly designated under thePlan who is living at the time of such participant’s death, the 

 

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Company shall deliver suchshares and/or cash to the executor or administrator of the estate of theparticipant, or if no such executor or administrator has been appointed (to theknowledge of the Company), the Company, in its sole discretion, may deliversuch shares and/or cash to the spouse or to any one or more dependents orrelatives of the participant, or if no spouse, dependent or relative is knownto the Company, then to such other person as the Company may designate.

 

**15.****         ****TERMINATION OR SUSPENSION OF THEPLAN.**

 

**(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 orafter it is terminated.

 

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

 

**(c)****          **Notwithstanding theforegoing, the Plan shall terminate and no rights may be granted under the Planafter December 31, 2020.

 

**16.****         ****EFFECTIVE DATE OF PLAN.**

 

ThePlan shall become effective simultaneously with the effectiveness of theCompany’s registration statement under the Securities Act with respect to theinitial public offering of shares of the Company’s Common Stock (the “EffectiveDate”), but no rights granted under the Plan shall be exercised unless anduntil the Plan has been approved by the stockholders of the Company withintwelve (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 notconstitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the atwill nature of a participant’s employment or be deemed to create in any way whatsoever any obligation on the part ofany participant to continue in the employ of the Company or any Affiliate, oron the part of the Company or any Affiliate to continue the employment of aparticipant.

 

**(b)****          **The provisions of the Planshall be governed by the laws of the State of Delaware without resort to thatstate’s conflicts of laws rules.

 

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