Berthelsen, M.D., Chairman
John C. Reed,
Joseph H. Wender
The Compensation Committee of the Board of Directors
of Isis Pharmaceuticals shall consist of at least two directors. Each
member of the Compensation Committee must be independent of the Company.
Members of the committee will be considered independent as long as they
meet the independence requirements of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended and the applicable Nasdaq rules. The
Compensation Committee shall be charged with the following functions:
Compensation Strategy. The Committee shall review, modify (as needed) and
approve the overall compensation strategy and policies for the Company,
reviewing and approving corporate performance goals and
objectives relevant to the compensation of the Company's Executive
evaluating and recommending to the Board the compensation
plans and programs advisable for the Company, as well as modification or
termination of existing plans and programs;
establishing policies with respect to equity compensation
reviewing and approving compensatory arrangements for the
Company's Executive Officers.
2. Compensation of
Chief Executive Officer. The Committee, meeting in executive session,
shall determine, in its sole discretion, the compensation and other terms
of employment of the Company's Chief Executive Officer and shall evaluate
the Chief Executive Officer's performance in light of relevant corporate
performance goals and objectives.
3. Compensation of
Other Executive Officers. The Committee shall review and approve the
individual and corporate performance goals and objectives of the Company's
Executive Officers, that are periodically established and shall approve
the salary, bonus, terms of any employment agreements, severance
arrangements, change-of-control protections and any other compensatory
arrangements for the Company's Executive Officers.
4. Compensation of
Directors. The Committee shall recommend to the Board the type and amount
of compensation to be paid or awarded to Board members, including
consulting, retainer, Board meeting, committee and committee chair fees
and stock option grants or awards.
5. Administration of
Benefit Plans. The Committee shall recommend to the Board the adoption,
amendment and termination of the Company's stock option plans, stock
appreciation rights plans, pension and profit sharing plans, incentive
plans, stock bonus plans, stock purchase plans, bonus plans, deferred
compensation plans and similar programs. The Committee shall have full
power and authority to administer these plans, establish guidelines,
interpret plan documents, select participants, approve grants and awards,
and exercise such other power and authority as may be permitted or
required under such plans.
6. To perform such
other functions and have such other powers as may be necessary or
convenient in the efficient discharge of the foregoing.
7. To report to the
Board of Directors from time to time, or whenever it shall be called upon
to do so.
Minutes of each meeting of the Compensation
Committee shall be prepared and distributed to each director of the
Company promptly after such meeting.
The Committee shall have full access to all books,
records, facilities and personnel of the Company as deemed necessary or
appropriate by any member of the Committee to discharge his or her
responsibilities hereunder. The Committee shall have the authority to obtain,
at the expense of the Company, advice and assistance from internal or
external legal, accounting or other advisors and consultants
The operation of the Compensation Committee shall be
subject to the Bylaws of the Company as in effect from time to time and
Section 141 of the Delaware General Corporation Law.