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 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:


 


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(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).


 


(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.


 


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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 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


 


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(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 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 


 


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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


 


(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 


 


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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 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 


 


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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.


 


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 


 


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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.


 


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 


 


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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, 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 December 31, 2020.


 


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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