Exhibit 10.26
RIGEL
PHARMACEUTICALS, INC.
2000 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN
ADOPTED AUGUST 18,
2000
APPROVED BY STOCKHOLDERS
SEPTEMBER 11, 2000
EFFECTIVE DATE: DECEMBER 4,
2000
AMENDED AND RESTATED
APRIL 24, 2003
AMENDED AND RESTATED
JUNE 20, 2003
APPROVED BY STOCKHOLDERS
JUNE 20, 2003
AMENDED AND RESTATED
APRIL 22, 2005
APPROVED BY STOCKHOLDERS
JUNE 2, 2005
AMENDED AND RESTATED
JANUARY 31, 2007
APPROVED BY STOCKHOLDERS
MAY 31, 2007
AMENDED AND RESTATED
SEPTEMBER 18, 2007
AMENDED AND RESTATED
FEBRUARY 21, 2008
APPROVED BY STOCKHOLDERS MAY 29,
2008
1.
PURPOSES.
(a)
Eligible Option
Recipients . The
persons eligible to receive Options are the Non-Employee Directors
of the Company.
(b)
Available Options
. The purpose of the Plan is
to provide a means by which Non-Employee Directors may be given an
opportunity to benefit from increases in value of the Common Stock
through the granting of Nonstatutory Stock Options.
(c)
General Purpose
. The Company, by means of the
Plan, seeks to retain the services of its Non-Employee Directors,
to secure and retain the services of new Non-Employee Directors and
to provide incentives for such persons to exert maximum efforts for
the success of the Company and its Affiliates.
2.
DEFINITIONS.
(a)
“
Affiliate ”
means any parent corporation or subsidiary corporation of the
Company, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f), respectively, of the
Code.
(b)
“Annual
Grant” means an
Option granted annually to all Non-Employee Directors who meet the
criteria specified in subsection 6(b) of the
Plan.
(c)
“Annual
Meeting” means
the annual meeting of the stockholders of the Company.
(d)
“ Board
” means the Board of Directors
of the Company.
(e)
A “Change in
Control,” with
respect to Options granted on or after the effective date of the
Plan, will be deemed to have occurred upon the first to occur of an
event set forth in any one of the following paragraphs:
(i)
the acquisition (other than from the
Company, by any person (as such term is defined in
Section 13(c) or 14(d) of the Exchange Act of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of fifty percent (50%) or more
of the combined voting power of the Company’s then
outstanding voting securities;
(ii)
the individuals who, as of the
effective date of the Plan, are members of the Board (the
“Incumbent Board” ), cease for any reason
to constitute at least a majority of the Board, unless
the
1
election, or nomination for election
by the Company’s stockholders, of any new director was
approved by a vote of at least a majority of the Incumbent Board,
and such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; or
(iii)
the closing of:
(1)
a merger or consolidation involving
the Company if the stockholders of the Company, immediately before
such merger or consolidation, do not, as a result of such merger or
consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the corporation resulting from such merger or
consolidation in substantially the same proportion as their
ownership of the combined voting power of the voting securities of
the Company outstanding immediately before such merger or
consolidation; or
(2)
a complete liquidation or
dissolution of the Company or an agreement for the sale or other
disposition of all or substantially all of the assets of the
Company.
Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur solely because fifty
percent (50%) or more of the combined voting power of the
Company’s then outstanding securities is acquired by
(i) a trustee or other fiduciary holding securities under one
or more employee benefit plans maintained by the Company or any of
its subsidiaries or (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company in the same proportion as their
ownership of stock in the Company immediately prior to such
acquisition.
For the avoidance of doubt, the term
Change in Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing
the domicile of the Company.
Notwithstanding the foregoing or any
other provision of this Plan, the definition of Change in Control
(or any analogous term) in an individual written agreement between
the Company or any Affiliate and the Optionholder shall supersede
the foregoing definition with respect to Options subject to such
agreement; provided, however, that if no definition of
Change in Control or any analogous term is set forth in such an
individual written agreement, the foregoing definition shall
apply.
(f)
“ Code
” means the Internal Revenue
Code of 1986, as amended.
(g)
“ Common
Stock ” means
the common stock of the Company.
(h)
“ Company
” means Rigel
Pharmaceuticals, Inc., a Delaware corporation.
(i)
“
Consultant ”
means any person, including an advisor, (i) engaged by the
Company or an Affiliate to render consulting or advisory services
and who is compensated for such services or (ii) who is a
member of the Board of Directors of an Affiliate. However, the term
“Consultant” shall not include either Directors of the
Company who are not compensated by the Company for their services
as Directors or Directors of the Company who are merely paid a
director’s fee by the Company for their services as
Directors.
(j)
“ Continuous
Service ” means
that the Optionholder’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Optionholder’s Continuous
Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Optionholder renders service to
the Company or an Affiliate as an Employee, Consultant or Director
or a change in the entity for which the Optionholder renders such
service, provided that there is no interruption or termination of
the Optionholder’s service. For example, a change in status
without interruption from a Non-Employee Director of the Company to
a Consultant of an Affiliate or an Employee of the Company will not
constitute an interruption of Continuous Service. The Board or the
chief executive officer of the Company, in that party’s sole
discretion, may determine whether
2
Continuous Service shall be
considered interrupted in the case of any leave of absence approved
by that party, including sick leave, military leave or any other
personal leave.
(k)
“
Director ”
means a member of the Board of Directors of the Company.
(l)
“Disability”
means the permanent and total
disability of a person within the meaning of
Section 22(e)(3) of the Code.
(m)
“
Employee ”
means any person employed by the Company or an Affiliate. Mere
service as a Director or payment of a director’s fee by the
Company or an Affiliate shall not be sufficient to constitute
“employment” by the Company or an Affiliate.
(n)
“ Exchange
Act ” means the
Securities Exchange Act of 1934, as amended.
(o)
“ Fair Market
Value ” means,
as of any date, the value of the Common Stock determined as
follows:
(i)
If the Common Stock is listed on any
established stock exchange or traded on the Nasdaq National Market
or the Nasdaq SmallCap Market, the Fair Market Value of a share of
Common Stock shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market trading
day prior to the day of determination, as reported in The Wall
Street Journal or such other source as the Board deems
reliable.
(ii)
In the absence of such markets for
the Common Stock, the Fair Market Value shall be determined in good
faith by the Board.
(p)
“Initial
Grant” means an
Option granted to a Non-Employee Director who meets the criteria
specified in subsection 6(a) of the Plan.
(q)
“IPO
Date” means the
effective date of the initial public offering of the Common
Stock.
(r)
“ Non-Employee
Director ”
means a Director who is not an Employee.
(s)
“ Nonstatutory Stock
Option ” means
an Option not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(t)
“ Officer
” means a person who is an
officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated
thereunder.
(u)
“ Option
” means a Nonstatutory Stock
Option granted pursuant to the Plan.
(v)
“ Option
Agreement ”
means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions
of the Plan.
(w)
“
Optionholder ” means a person to whom an Option is
granted pursuant to the Plan or, if applicable, such other person
who holds an outstanding Option.
(x)
“ Plan
” means this Rigel
Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock
Option Plan.
(y)
“
Rule 16b-3 ” means Rule 16b-3 promulgated under
the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.
(z)
“ Securities
Act ” means the
Securities Act of 1933, as amended.
3
3.
ADMINISTRATION.
(a)
Administration by
Board . The Board
shall administer the Plan. The Board may not delegate
administration of the Plan to a committee.
(b)
Powers of Board
. The Board shall have the
power, subject to, and within the limitations of, the express
provisions of the Plan:
(i)
To determine the provisions of each
Option to the extent not specified in the Plan.
(ii)
To construe and interpret the Plan
and Options 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 or in any Option Agreement, in a manner
and to the extent it shall deem necessary or expedient to make the
Plan fully effective.
(iii)
To amend the Plan or an Option as
provided in Section 12.
(iv)
To terminate or suspend the Plan as
provided in Section 13.
(v)
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 that are not in
conflict with the provisions of the Plan.
(c)
Effect of Board’s
Decision. All
determinations, interpretations and constructions made by the Board
in good faith shall not be subject to review by any person and
shall be final, binding and conclusive on all persons.
(d)
Cancellation and Re-Grant of
Options .
Notwithstanding anything to the contrary in the Plan, neither the
Board nor any Committee shall have the authority to:
(i) reprice any outstanding Option under the Plan,
(ii) cancel and re-grant any outstanding Option under the
Plan, or (iii) effect any other action that is treated as a
repricing under generally accepted accounting principles unless, in
each case, the stockholders of the Company have approved such an
action within twelve (12) months prior to such an
event.
4.
SHARES SUBJECT TO THE
PLAN.
(a)
Share Reserve
. Subject to the provisions of
Section 11 relating to adjustments upon changes in the Common
Stock, the Common Stock that may be issued pursuant to Options
shall not exceed in the aggregate 535,000 shares of Common Stock,
which number consists of (i) 33,333 shares of Common stock
initially reserved for issuance under the Plan plus
(ii) 66,667 shares of Common stock approved by the Board in
April 2003 and subsequently approved by the Company’s
stockholders plus (iii) 225,000 shares of Common Stock
approved by the Board in April 2005 and subsequently approved
by the Company’s stockholders plus (iv) 110,000 shares
of Common Stock approved by the Board in January 2007 and
subsequently approved by the Company’s stockholders plus
(v) 100,000 shares of Common Stock approved by the Board in
February 2008 and subsequently approved by the Company’s
stockholders.
(b)
Reversion of Shares to the Share
Reserve . If any
Option shall for any reason expire or otherwise terminate, in whole
or in part, without having been exercised in full, the shares of
Common Stock not acquired under such Option shall revert to and
again become available for issuance under the Plan. If any shares
subject to an Option are not delivered to an Optionholder because
the Option is exercised through a reduction of shares subject to
the Option ( i.e ., “net exercised”), the number
of shares that are not delivered to the Optionholder shall not
remain available for issuance under the Plan. If any shares subject
to an Option are not delivered to an Optionholder because such
shares are withheld in satisfaction of the withholding of taxes
incurred in connection with the exercise of an Option, the number
of shares that are not delivered to the Optionholder shall not
remain available for
4
subsequent issuance under the Plan.
If the exercise price of
