Exhibit 10.30
INDEMNITY
AGREEMENT
THIS INDEMNITY
AGREEMENT (this “
Agreement ”) dated as of __________ ___, 200__, is
made by and between Rigel Pharmaceuticals, Inc. , a Delaware
corporation (the “ Company ”), and
_______________ (“ Indemnitee ”).
RECITALS
A.
The Company desires to attract and retain the services of highly
qualified individuals as directors, officers, employees and
agents.
B.
The Company’s bylaws (the “ Bylaws ”)
require that the Company indemnify its directors, and empowers the
Company to indemnify its officers, employees and agents, as
authorized by the Delaware General Corporation Law, as amended (the
“ Code ”), under which the Company is organized
and such Bylaws expressly provide that the indemnification provided
therein is not exclusive and contemplates that the Company may
enter into separate agreements with its directors, officers and
other persons to set forth specific indemnification
provisions.
C.
Indemnitee does not regard the protection currently provided by
applicable law, the Company’s governing documents and
available insurance as adequate under the present circumstances,
and the Company has determined that Indemnitee and other directors,
officers, employees and agents of the Company may not be willing to
serve or continue to serve in such capacities without additional
protection.
D.
The Company desires and has requested Indemnitee to serve or
continue to serve as a director, officer, employee or agent of the
Company, as the case may be, and has proferred this Agreement to
Indemnitee as an additional inducement to serve in such
capacity.
E.
Indemnitee is willing to serve, or to continue to serve, as a
director, officer, employee or agent of the Company, as the case
may be, if Indemnitee is furnished the indemnity provided for
herein by the Company.
AGREEMENT
NOW THEREFORE
, in consideration of the mutual
covenants and agreements set forth herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1.
Definitions .
(a)
Agent . For
purposes of this Agreement, the term “agent” of the
Company means any person who: (i) is or was a director
, officer, employee or other fiduciary of the Company or a
subsidiary of the Company; or (ii) is or was serving at the
request or for the convenience of, or representing the interests
of, the Company or a subsidiary of the Company, as a director,
officer, employee or other fiduciary of a foreign or domestic
corporation, partnership, joint venture, trust or other
enterprise.
(b)
Expenses . For
purposes of this Agreement, the term “expenses” shall
be broadly construed and shall include, without limitation, all
direct and indirect costs of any type or nature whatsoever
(including, without limitation, all attorneys’, witness, or
other professional fees and related disbursements, and other
out-of-pocket costs of whatever nature), actually and reasonably
incurred by Indemnitee in connection with the investigation,
defense or appeal of a proceeding or establishing or enforcing a
right to indemnification under this Agreement, the Code or
otherwise, and amounts paid in settlement by or on behalf of
Indemnitee, but shall not include any judgments, fines or penalties
actually levied against Indemnitee for such individual’s
violations of law. The term “expenses” shall also
include reasonable compensation for time spent by Indemnitee for
which he is not compensated by the Company or any subsidiary or
third party (i) for any period during which Indemnitee is not
an
agent, in the employment of, or
providing services for compensation to, the Company or any
subsidiary; and (ii) if the rate of compensation and estimated time
involved is approved by the directors of the Company who are not
parties to any action with respect to which expenses are incurred,
for Indemnitee while an agent of, employed by, or providing
services for compensation to, the Company or any
subsidiary.
(c)
Proceedings . For
purposes of this Agreement, the term “proceeding” shall
be broadly construed and shall include, without limitation, any
threatened, pending, or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or
investigative nature, and whether formal or informal in any case,
in which Indemnitee was, is or will be involved as a party or
otherwise by reason of: (i) the fact that Indemnitee is or
was a director or officer of the Company; (ii) the fact that any
action taken by Indemnitee or of any action on Indemnitee’s
part while acting as director, officer, employee or agent of the
Company; or (iii) the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, and in any such case described
above, whether or not serving in any such capacity at the time any
liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses may be provided under
this Agreement.
(d)
Subsidiary . For
purposes of this Agreement, the term “subsidiary” means
any corporation or limited liability company of which more than 50%
of the outstanding voting securities or equity interests are owned,
directly or indirectly, by the Company and one or more of its
subsidiaries, and any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, employee, agent or
fiduciary.
(e)
Independent Counsel . For purposes of this Agreement, the term
“independent counsel” means a law firm, or a partner
(or, if applicable, member) of such a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the
past five (5) years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party,
or (ii) any other party to the proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing,
the term “independent counsel” shall not include any
person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.
2.
Agreement to Serve . Indemnitee will serve, or continue to
serve, as a director, officer, employee or agent of the Company or
any subsidiary, as the case may be, faithfully and to the best of
his or her ability, at the will of such corporation (or under
separate agreement, if such agreement exists), in the capacity
Indemnitee currently serves as an agent of such corporation, so
long as Indemnitee is duly appointed or elected and qualified in
accordance with the applicable provisions of the bylaws or other
applicable charter documents of such corporation, or until such
time as Indemnitee tenders his or her resignation in writing;
provided, however, that nothing contained in this Agreement is
intended as an employment agreement between Indemnitee and the
Company or any of its subsidiaries or to create any right to
continued employment of Indemnitee with the Company or any of its
subsidiaries in any capacity.
The Company acknowledges that it has
entered into this Agreement and assumes the obligations imposed on
it hereby, in addition to and separate from its obligations to
Indemnitee under the Bylaws, to induce Indemnitee to serve, or
continue to serve, as a director, officer, employee or agent of the
Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, officer, employee or
agent of the Company.
3.
Indemnification .
(a)
Indemnification in Third Party Proceedings . Subject to Section 10 below, the
Company shall indemnify Indemnitee to the fullest extent permitted
by the Code, as the same may be amended from time to time (but,
only to the extent that such amendment permits Indemnitee to
broader indemnification rights than
2
the Code permitted prior to adoption
of such amendment), if Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any proceeding, for any
and all expenses, actually and reasonably incurred by Indemnitee in
connection with the investigation, defense, settlement or appeal of
such proceeding.
(b)
Indemnification in Derivative Actions and Direct Actions by the
Company . Subject
to Section 10 below, the Company shall indemnify Indemnitee to the
fullest extent permitted by the Code, as the same may be amended
from time to time (but, only to the extent that such amendment
permits Indemnitee to broader indemnification rights than the Code
permitted prior to adoption of such amendment), if Indemnitee is a
party to or threatened to be made a party to or otherwise involved
in any proceeding by or in the right of the Company to procure a
judgment in its favor, against any and all expenses actually and
reasonably incurred by Indemnitee in connection with the
investigation, defense, settlement, or appeal of such
proceedings.
4.
Indemnification of Expenses of Successful Party
. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any proceeding
or in defense of any claim, issue or matter therein, including the
dismissal of any action without prejudice, the Company shall
indemnify Indemnitee against all expenses actually and reasonably
incurred in connection with the investigation, defense or appeal of
such proceeding.
5.
Partial Indemnification . If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for
some or a portion of any expenses actually and reasonably incurred
by Indemnitee in the investigation, defense, settlement or appeal
of a proceeding, but is precluded by applicable law or the specific
terms of this Agreement to indemnification for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled.
6.
Advancement of Expenses . To the extent not prohibited by law, the
Company shall advance the expenses incurred by Indemnitee in
connection with any proceeding, and such advancement shall be made
within twenty (20) days after the receipt by the Company of a
statement or statements requesting such advances (which shall
include invoices received by Indemnitee in connection with such
expenses but, in the case of invoices in connection with legal
services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by
applicable law shall not be included with the invoice) and upon
request of the Company, an undertaking to repay the advancement of
expenses if and to the extent that it is ultimately determined by a
court of competent jurisdiction in a final judgment, not subject to
appeal, that Indemnitee is not entitled to be indemnified by the
Company. Advances shall be unsecured, interest free and
without regard to Indemnitee’s ability to repay the expenses.
Advances shall include any and all expenses actually and reasonably
incurred by Indemnitee pursuing an action to enforce
Indemnitee’s right to indemnification under this Agreement,
or otherwise and this right of advancement, including expenses
incurred preparing and forwarding statements to the Company to
support the advances claimed. Indemnitee acknowledges that
the execution and delivery of this Agreement shall constitute an
undertaking providing that Indemnitee shall, to the fullest extent
required by law,
