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

(e)

2013 Cash Incentive Plan

On February 8, 2013, the Board of Directors (the "Board") of Rigel Pharmaceuticals, Inc. (the "Company") approved the 2013 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 10.34 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description
10.34 2013 Cash Incentive Plan

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