EXHIBIT 10.26
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
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:
(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).
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(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.
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
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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
(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
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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
