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):   February 3, 2012

 

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 94080

(Address of principal executive offices)

 

94080

(Zip Code)

 

Not Applicable

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

 

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

 

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 February 3, 2012, the Board of Directors of Rigel Pharmaceuticals, Inc. approved the 2012 Cash Incentive Plan. The 2012 Cash Incentive Plan is attached as Exhibit 10.36 hereto and is incorporated herein by reference.

 

Item 9.01.                                           Financial Statements and Exhibits.

 

(d)                                                                                  Exhibits.

 

Exhibit No.

 

Description

10.36

 

2012 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.

 

 

 

RIGEL PHARMACEUTICALS, INC.

 

 

Dated: February 8, 2012

By:

/s/ Dolly A. Vance

 

 

Dolly A. Vance

 

 

Executive Vice President, General Counsel and Corporate Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.36

 

2012 Cash Incentive Plan.

 

4


EXHIBIT 10.36

 

2012 Cash Incentive Plan

 

Purpose:

 

The terms of the 2012 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 2012 Cash Bonuses:

 

Target bonuses for participants in the Plan will range from 5% to 60% of such recipient’s 2012 base salary, with a range for executives of 40% to 60% of such executive’s 2012 base salary. The maximum bonus that a participant will be eligible to receive is 120% of such participant’s 2012 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, including building the pipeline of potential product candidates (weighted at 10%), initiating clinical development of product candidates (weighted at 15%), advancing the development of product candidates already in t he clinic (weighted at 60%), and the Company’s cash position at December 31, 2012 (weighted at 15% ), 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.