Corporate Governance Committee


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October 17, 2003

Compensation Committee Charter Quicklinks




Duties and Responsibilities

Charter Amendment

The Charter of the Compensation Committee is established as follows.

1. Purpose

The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Pharmion Corporation (the "Company") is to formulate, evaluate and approve the compensation of the Company's directors, executive officers and key employees, oversee all compensation programs involving the use of the Company's stock, and produce an annual report on executive compensation for inclusion in the Company's proxy statement for its annual meeting of shareholders, in accordance with applicable rules and regulations.

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2. Membership

The Committee shall be appointed by the Board and shall consist of two (2) or more directors who are not employees of or service providers to the Company, as determined by the Board from time to time. The selection of the members of the Committee shall be made in accordance with (i) Section 162(m) of the Internal Revenue Code, as amended (or any successor to Section 162(m) as in effect from time to time), and income tax regulations promulgated thereunder as in effect from time to time, (ii) Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor to Rule 16b-3 as in effect from time to time) and (iii) the applicable corporate governance rules of NASDAQ. Each Committee member shall serve until a successor to such member is duly elected and qualified, or until such member's resignation or removal from the Board or the Committee. The Chairman of the Committee shall be designated by the Board.

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3. Meetings

The Committee shall hold such regular meetings as may be necessary or advisable, but no less frequently than annually, and hold such special meetings as may be called by the Committee's Chairman. The presence in person or by telephone of a majority of the Committee's members shall constitute a quorum for any meeting of the Committee. All actions of the Committee will require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.
The Chairman of the Committee should consult with Company management in the process of establishing agendas for Committee meetings.
The Committee shall maintain and submit to the Board copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee at such meeting of the Committee. A copy of the minutes of each meeting shall be placed in the Company's minute book.

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4. Duties and Responsibilities

To fulfill its responsibilities and duties, the Committee shall:

a.       Take any and all action which may be taken by the Board of the Company with respect to fixing the compensation level of officers and other senior executives of the Company, including, but not limited to, the development of compensation policies that will attract and retain the highest quality executives, that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for the Company's progress.

b.      Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's compensation levels based on this evaluation.

c.       Propose the adoption, amendment, and termination of stock option plans, stock appreciation rights plans, pension and profit sharing plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, and other similar programs ("Compensation Plans") and to oversee the administration of the Compensation Plans in accordance with their terms.

d.      Determine and approve the form and amount of awards to eligible Company executives in accordance with the terms of the applicable Compensation Plans.

e.      Review and act upon such other compensation matters as the Board or the Chief Executive Officer of the Company wishes to have the Committee consider.

f.        Prepare a report to be filed with the Company's proxy statement which shall disclose the compensation policies applicable to the Company's executive officers.

g.      Report to the Board from time to time, or whenever it shall be called upon to do so.

h.      Review and make recommendations to the Board regarding the amount and types of compensation that should be paid to the Company's outside directors, to ensure that such pay levels remain competitive, taking into account such factors as the Company's size, industry characteristics, location, the practices at comparable companies in the same region, and such other factors as the Committee deems relevant.

i.         Monitor and ensure that the members of the Committee continue to meet the applicable independence requirements of the Securities and Exchange Commission ("SEC"), Section 162(m) of the Internal Revenue Code and NASDAQ.

j.        Do every other act incidental to, arising out of or in connection with, or otherwise related to, the authority granted to the Committee hereby or the carrying out of the Committee's duties and responsibilities hereunder.

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5. Charter Amendment

Any member of the Committee may submit to the Board proposed amendments to this Committee Charter. The Board shall circulate any proposed Charter amendment(s) to members of the Committee promptly upon receipt. By a majority vote, the Board may approve the amendments to this Charter.

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