Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (e)
On December 11, 2017, Ryan Maynard informed Rigel Pharmaceuticals, Inc. (the
Company
) of his intention to voluntarily resign from his position as the Companys Executive Vice President and Chief Financial Officer. Such resignation is expected to be effective as of December 31, 2017 (the
Separation Date
) and is not due to a dispute or disagreement with the Company. The Company has initiated a replacement search and, as discussed below, Mr. Maynard has agreed to provide consulting services following the Separation Date to provide advice regarding the transition of responsibilities.
Subject to Mr. Maynards continued employment through December 31, 2017 and in exchange for a full general release of claims and continued compliance with the Employee Confidential Information and Inventions Agreement, Mr. Maynard will receive: (i) a lump sum payment equal to nine months of his base salary in 2017; (ii) payments of COBRA premiums for Mr. Maynard and dependents for up to nine months following the Separation Date; (iii) accelerated vesting of any of Mr. Maynards time-based stock option grants that would have vested through September 30, 2018; (iv) continued eligibility for vesting through September 30, 2018 of any of Mr. Maynards performance-based stock option grants; (v) extended exercisability of the vested portion of such options until September 30, 2019; and (vi) a consulting agreement with the Company for six months to be used as needed by the Company for advice regarding the transition of responsibilities at a rate to be negotiated in good faith by the parties.
(c)
In connection with Mr. Maynards resignation, Nelson Cabatuan, age 40, the Companys vice president of finance, will serve as the Interim Principal Accounting Officer, effective December 18, 2017. Mr. Cabatuan has served as the Companys Controller since November 1, 2014 and is a certified public accountant. Mr. Cabauan joined Rigel in September 2008 as a senior SEC reporting manager.
There are no family relationships between Mr. Cabatuan and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Cabatuan is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. The Company has also entered into its standard form of indemnification agreement with Mr. Cabatuan.
A copy of the press release titled Rigel Announces Departure of Chief Financial Officer is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute forward-looking statements. Such statements include, but are not limited to the continuation of Mr. Maynard as an employee and future consultant of the Company. Such forward-looking statements involve known and unknown risks, uncertainties and other factors. More information about the risks the Company faces is included under the headings Risk Factors in the Companys most recently filed documents with the Securities and Exchange Commission. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.
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