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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