Compensation Committee Charter


The purpose of the Compensation Committee (the "Committee") of the Board of Directors of MGI PHARMA, INC. (the "Company") is to oversee the compensation strategies for corporate executive officers and administer all stock award plans.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any other duties and responsibilities prescribed by the Board from time to time:

*                  To adopt an executive compensation strategy consistent with the corporation's plans and objectives and linked to progressive variable compensation practices.

*                  To meet with the CEO, Human Resource Management, Legal Counsel, and if deemed appropriate, independent outside professional compensation advisers to review current trends and practices in executive compensation and disclosure requirements under various securities rules and regulations.

*                  To review all compensation arrangements between MGI and corporate executive officers and take all necessary salary actions in the form of written action. Such arrangements may include, but not be limited to, cash compensation, bonuses, stock options, restricted stock awards, insurance, retirement, other benefits and other perquisites.

*                  To administer all stock initiative plans (stock options, restricted stock unit, stock purchase, etc.) and grant awards under these stock plans consistent with each plan's intended purpose.

*                  To report all meetings of the Committee to the Board of Directors and prepare and provide Board of Directors with minutes of meetings.

*                  Within the scope of its duties, the Committee has the right and the responsibility to investigate or have investigated any variance or matter of concern brought to its attention. It specifically has the power to retain outside advisors for this purpose if, in its judgment, that is appropriate.

*                  To perform such other duties and responsibilities enumerated in and consistent with this Charter

Membership and Procedures: Membership and Appointment

The Committee shall be composed of outside directors who are independent of management of MGI and are free of any relationship that in the opinion of the Board of Directors would interfere with their exercise of independent judgment as a Committee member.


A chairperson of the Committee (the "Chairperson") shall be designated by the Board of Directors. The Chairperson shall determine the agenda, the frequency and length of the meetings. The Chairperson shall establish such other rules and procedures, as may from time to time be necessary and proper for the conduct of the business of the Committee.


The Committee may appoint a Secretary whose duties and responsibilities shall be to keep full and complete records of the proceedings of the Committee for the purposes of reporting Committee activities to the Board of Directors and to perform all other duties as may from time to time be assigned to him or her by the Committee, or otherwise at the direction of a Committee member. The Secretary need not be a Director.


The Committee will meet at least twice each year, or more frequently as circumstances dictate. A majority of the Committee members will constitute a quorum for the transaction of business. The Committee may adopt such rules and procedures for the conduct of its affairs, as it deems necessary and not otherwise inconsistent with the Company's Articles of Incorporation and its Bylaws.


The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Authority to Retain Advisors

In the course of its duties, the Committee shall have the authority, at Company's expense, to retain and terminate such advisers, as it deems necessary.


The Committee shall undertake an annual evaluation assessing the adequacy of this Charter and its performance with respect to its purposes and its duties and tasks set forth in this Charter, which evaluation shall be reported to the Board of Directors.

In carrying out their responsibilities, the Committee believes its policies and procedures should remain flexible in order that it can best react to changing conditions and environment, and to assure the directors and shareholders that the executive compensation and stock plan practices of MGI are in accordance with all requirements and are of the highest quality.

The Committee shall provide assistance to the Board of Directors in fulfilling their responsibility to shareholders relating to MGI compensation philosophy and practice for corporate executive officers, directors and administration of MGI's various employee benefit plans. In so doing, it is the responsibility of the Committee to maintain free and open means of communication between the directors, MGI financial management and, if appropriate, independent outside professional compensation advisors.

It is acknowledged that the scope of activity being undertaken by the Committee is evolving actively at this time. Therefore, the Board may choose to alter or amend this charter at any time.