Exhibit 10.34
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
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)
“ Code ” means the Internal Revenue
Code of 1986, as amended.
(f)
“ Common Stock ” means the common
stock of the Company.
(g)
“ Company ” means Rigel
Pharmaceuticals, Inc., a Delaware corporation.
(h)
“ 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.
(i)
“ 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 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.
(j)
“ Director ” means a member of the
Board of Directors of the Company.
(k)
“Disability”
means the permanent and
total disability of a person within the meaning of Section 22(e)(3)
of the Code.
(l)
“ 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.
(m)
“ Exchange Act ” means the
Securities Exchange Act of 1934, as amended.
(n)
“ 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.
(o)
“Initial
Grant” means an Option granted to a Non-Employee
Director who meets the criteria specified in subsection 6(a) of the
Plan.
(p)
“IPO
Date” means the effective date of the initial public
offering of the Common Stock.
(q)
“ Non-Employee Director ” means a
Director who is not an Employee.
(r)
“ 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.
(s)
“ 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.
(t)
“ Option ” means a Nonstatutory
Stock Option granted pursuant to the Plan.
(u)
“ 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.
(v)
“ 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.
(w)
“ Plan ” means this Rigel
Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock
Option Plan.
(x)
“ 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.
(y)
“ Securities Act ” means the
Securities Act of 1933, as amended.
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
435,000 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.
(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 subsequent issuance under the Plan. If the
exercise price of any Option is satisfied by tendering shares of
Common Stock held by the Optionholder (either by actual delivery or
attestation), then the number of shares so tendered shall not
remain available for subsequent issuance under the Plan.
(c)
Source
of Shares . The
shares of Common Stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.
5.
ELIGIBILITY.
The
Options as set forth in section 6 automatically shall be granted
under the Plan to all Non-Employee Directors.
6.
NON-DISCRETIONARY
GRANTS.
(a)
Initial Grants.
Without any further action
of the Board, each person who is elected or appointed for the first
time to be a Non-Employee Director after the IPO Date automatically
shall, upon the date of his or her initial election or appointment
to be a Non-Employee Director by the Board or stockholders of the
Company, be granted an Initial Grant to purchase twenty thousand
(20,000) shares of Common Stock on the terms and conditions set
forth herein.
(b)
Annual
Grants. Without
any further action of the Board, a Non-Employee Director shall be
granted an Annual Grant as follows: On the day following each
Annual Meeting commencing with the Annual Meeting in 2001, each
person who is then a Non-Employee Director automatically shall be
granted an Annual Grant to purchase ten thousand (10,000) shares of
Common Stock on the terms and
conditions set forth herein; provided,
however , that if the person has not been serving as a
Non-Employee Director for the entire period since the preceding
Annual Meeting, then the number of shares subject to the Annual
Grant shall be reduced pro rata for each full quarter prior to the
date of grant during which such person did not serve as a
Non-Employee Director.
7.
OPTION
PROVISIONS.
Each Option shall be in such form and shall
contain such terms and conditions as required by the Plan. Each
Option shall contain
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