COMPENSATION COMMITTEE CHARTER
October 17, 2003
The Charter of
the Compensation Committee is established as follows.
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.
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.
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.
Duties and Responsibilities
To fulfill its
responsibilities and duties, the Committee shall:
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.
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.
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.
Determine and approve the form and amount of
awards to eligible Company executives in accordance with the terms of
the applicable Compensation Plans.
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.
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.
Report to the Board from time to time, or
whenever it shall be called upon to do so.
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
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.
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.
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.