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Form 8-K RIGEL PHARMACEUTICALS For: Jan 26

January 30, 2015 4:06 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM�8-K

CURRENT REPORT

Pursuant to Section�13 OR 15(d)�of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January�26, 2015

RIGEL PHARMACEUTICALS,�INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-29889

94-3248524

(Commission File No.)

(IRS Employer Identification No.)

1180 Veterans Boulevard

South San Francisco, CA

(Address of principal executive offices)

94080

(Zip Code)

Registrant�s telephone number, including area code: (650) 624-1100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o������������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

o������������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

o������������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

o������������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02������������������������������������������ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On January�26, 2015, the Compensation Committee (the �Compensation Committee�) of the Board of Directors (the �Board�) of Rigel Pharmaceuticals,�Inc. (the �Company�) approved stock option grants to certain of the Company�s officers (collectively, the �Officers�):

Name

Title

Stock�Options

Raul Rodriguez

President and Chief Executive Officer

900,000

Donald Payan

Executive Vice President, President of Discovery and Research

400,000

Elliott Grossbard

Executive Vice President, Chief Medical Officer

350,000

Dolly Vance

Executive Vice President, Corporate Affairs, General Counsel and Secretary

350,000

Ryan Maynard

Executive Vice President, Chief Financial Officer

350,000

The stock options vest as follows: 50% of the shares of common stock subject to the award vest in equal monthly installments over two years from the vesting commencement date of January�1, 2015; and 50% of the shares of common stock subject to the award vest based on the achievement of one or more performance conditions.

The Compensation Committee also approved an increase to the 2015 base salary for Raul Rodriguez, the Company�s President and Chief Executive Officer, from $551,720 to $600,000.� The Compensation Committee did not approve any changes to the salaries of any other Officers, and no payouts were made under the Company�s 2014 Cash Incentive Plan.

On January�27, 2015, the Board approved the 2015 Cash Incentive Plan (the �Incentive Plan�), pursuant to which the Company�s named executive officers and other employees may become entitled to cash bonus payments based on attainment of specified corporate performance goals. A copy of the Incentive Plan is attached as Exhibit�10.30 hereto and is incorporated herein by reference.

Item 9.01.��������������������������������������� Financial Statements and Exhibits.

(d)�������������������������������������������������������� Exhibits.

Exhibit

Description

10.30

2015 Cash Incentive Plan

2



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January�30, 2015

RIGEL PHARMACEUTICALS,�INC.

By:

/s/ Dolly A. Vance

Dolly A. Vance

Executive Vice President, General Counsel and Corporate Secretary

3



EXHIBIT�INDEX

Exhibit

Description

10.30

2015 Cash Incentive Plan

4


Exhibit�10.30

2015 CASH INCENTIVE PLAN

Purpose:

The terms of the 2015 Cash Incentive Plan (the �Plan�) have been established to reward the executives and other employees of Rigel Pharmaceuticals,�Inc. (the �Company�) for assisting the Company in achieving its operational goals through exemplary performance. Under the Plan, cash bonuses, if any, will be based on both the achievement of corporate goals and a review of personal performance, which is determined at the discretion of the Compensation Committee of the Board of Directors (the �Compensation Committee�) and/or the Board of Directors (the �Board�). The overarching intent in setting and achieving the goals is to build long-term shareholder value.

Determination of 2015 Cash Bonuses:

Target bonuses for participants in the Plan will range from 5% to 60% of such recipient�s 2015 base salary, with a range for executives of 40% to 60% of such executive�s 2015 base salary. The maximum bonus that a participant will be eligible to receive is 120% of such participant�s 2015 base salary and in no event will a bonus be paid later than March�15 of the year following the year in which the bonus was earned. The objective Company performance goals for each participant will be based on meeting certain goals with respect to the Company�s financial and operational performance, initiating clinical development of a product candidate (weighted at 10%), establishing a business partnership to advance a pre-clinical program (weighted at 10%), advancing the development of a product candidate in phase 2 (weighted at 10%), advancing the development of a product candidate in phase 3 clinical trials and initiating processes required for commercialization of a product candidate (weighted at 60%), and maintaining a viable cash position for the Company at December�31, 2015 (weighted at 10%), as well as other Company performance goals to be determined by the Compensation Committee. The Board and Compensation Committee reserve the right to modify these goals and criteria at any time or to grant bonuses to the participants even if the performance goals are not met, as well as to withhold bonuses if a minimum threshold of 40% of the goals are not met.




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