EXHIBIT 10.270
LIGAND PHARMACEUTICALS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") for the next available offering period, and I hereby subscribe to
purchase shares of Common Stock of Ligand Pharmaceuticals Incorporated (the
"Corporation") in accordance with the provisions of this Agreement and the ESPP.
I understand that I may participate through payroll deductions from each of my
paychecks following my entry into the ESPP in any whole percentage of my base
salary (1% up to a maximum of 10%). Such payroll deductions will not begin,
however, until I receive the official ESPP Prospectus under the federal
securities laws (available on the Corporation's intranet) and complete the
requisite payroll deduction authorization form. Once I authorize such payroll
deductions, those deductions will be governed by the provisions of this Stock
Purchase Agreement.
The offering period consists of one or more successive purchase
intervals. Each purchase interval will be of three months duration and will run
from the first business day of January to the last business day of March each
year, from the first business day of April to the last business day of June each
year, from the first business day of July to the last business day of September
each year and from the first business day of October to the last business day of
December each year. My participation will automatically remain in effect from
one purchase interval to the next in accordance with my payroll deduction
authorization, unless I withdraw from the ESPP or change the rate of my payroll
deduction or unless my employment status changes. I may reduce the rate of my
payroll deductions on one occasion per purchase interval, and I may increase my
rate of payroll deductions to become effective at the beginning of any
subsequent purchase interval.
My payroll deductions will be accumulated for the purchase of shares
of Common Stock on the last business day of each purchase interval within the
offering period. The purchase price per share will be equal to 85% of the LOWER
of (i) the fair market value per share of Common Stock on the start date of the
offering period or (ii) the fair market value per share on the purchase date. I
will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase per purchase interval, (ii) limiting the maximum
number of shares which may be purchased in total by all participants per
purchase interval (if such limitations are implemented) and (iii) prohibiting me
from purchasing more than $25,000 worth of Common Stock for each calendar year
my purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to eight days before
the last business day of the purchase interval and elect either to have the
Corporation refund all my payroll deductions for that interval or to have such
payroll deductions applied to the purchase of Common Stock at the end of such
interval. However, I may not rejoin that particular offering period at any later
date. Upon the termination of my employment for any reason (including death or
disability) or my loss of eligible employee status, my participation in the ESPP
will immediately cease, and all my payroll deductions for the purchase interval
in which my employment terminates or my loss of eligibility occurs will
immediately be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase interval. If my
re-employment is guaranteed by either law or contract, or if I return to active
service within ninety (90) days, then upon my return my payroll deductions will
automatically resume at the rate in effect when my leave began.
The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase interval. The certificate
will be issued to me or to my spouse and me and mailed as I direct upon
enrollment. I will notify the Corporation of any disposition of shares purchased
under the ESPP, and I will satisfy all applicable income and employment tax
withholding requirements applicable either at the time of my acquisition of ESPP
shares or at the time of my subsequent disposition of those shares. I understand
that ESPP shares that I wish to sell may be subject to the Corporation's Xxxxxxx
Xxxxxxx Policy.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate all outstanding purchase rights under the ESPP at any time,
with such amendment or termination to become effective immediately following the
end of any purchase interval. Upon any such termination, I will cease to have
any further rights to purchase shares of common stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the terms
of both this Agreement and the ESPP. However, the effectiveness of this
Agreement is dependent upon my eligibility to participate in the ESPP.
Dated as of _________________, _____
Signature of Employee_____________________
Printed Name:_____________________________
