Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 13, 2021, Alison L. Hannah was appointed to serve on our board of
directors until her successor is elected and has qualified, or sooner in the
event of her death, resignation or removal. Ms. Hannah joins the class of
directors whose term expires at the 2023 annual stockholders' meeting.
As a non-employee director of Rigel, Ms. Hannah will receive a yearly retainer
of $50,000.
In addition to the cash compensation referenced in the preceding paragraph, Ms.
Hannah will receive stock option grants under our 2018 Equity Incentive Plan, as
amended, or the Plan. Option grants under the Plan are non-discretionary. Upon
the date of her appointment, Ms. Hannah received an initial option grant to
purchase 80,000 shares of common stock on the terms and conditions set forth in
the Plan. In addition, on the day following each annual meeting of stockholders,
Ms. Hannah will automatically receive an annual option to purchase 30,000 shares
of common stock and 25,000 restricted stock units, provided that she continues
to serve as a non-employee member of our board of directors. Rigel has also
entered into its standard form of indemnification agreement with Ms. Hannah.
There are no arrangements or understandings between Ms. Hannah and any other
persons pursuant to which she was elected as a member of our board of directors.
There are no family relationships between Ms. Hannah and any director, executive
officer, or any person nominated or chosen by us to become a director or
executive officer. Ms. Hannah is not a party to any current or proposed
transaction with us for which disclosure is required under Item 404(a) of
Regulation S-K.
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