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Compensation Committee Charter
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COMPOSITION |
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1. |
Composition. The board of directors (the "Board")
of La Jolla Pharmaceutical Company (the "Company") shall
appoint and maintain a Compensation Committee (the "Committee")
composed of at least two independent directors of the Company. The
independence of the directors on the Committee shall be determined
by the Board in accordance with applicable NASD listing standards.
In addition, (i) if any compensation or benefit plan administered
by the Committee is subject to Rule 16b-3 of the Securities Act
of 1934, as amended, each Committee member shall also be a "non-employee
director" as such term is defined in Rule 16b-3 and (ii) if
an award or payment under any compensation or benefit plan administered
by the Committee would be subject to the deduction limitation under
Section 162(m) of the Internal Revenue Code of 1986, as amended,
at least two members of the Committee shall also be "outside
directors" as such term is defined in Section 162(m) and the
regulations promulgated thereunder. The chairperson of the Committee
shall be appointed by the Board. |
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2. |
Meetings. The Committee will meet as often as may be deemed
necessary or appropriate in its judgment, either in person or telephonically,
and at such times and places as the Committee shall determine. The
Committee shall report regularly to the full Board with respect
to its meetings. The majority of the members of the Committee shall
constitute a quorum. |
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3. |
Outside Advisors. The Committee shall have the authority
to retain such outside advisors and experts as it determines appropriate
to assist it in the full performance of its functions, including
the authority, without further authorization from the Board, to
retain (and determine the terms of retention), compensate and terminate
any compensation consultant used to assist the committee in the
evaluation of director, chief executive officer or other executive
compensation. |
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4. |
Subcommittees. The Committee may delegate its powers, duties
or responsibilities to a subcommittee of the Committee consisting
of not less than two members of the Committee. |
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PURPOSE and DUTIES |
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The purpose of the Committee shall be to assist the
Board to discharge its responsibilities regarding the compensation
of the Company's employees (including officers) and directors and
to prepare the annual report on compensation for inclusion in the
Company's annual proxy statement. In furtherance of the foregoing
purpose, the duties of the Committee are to: |
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1. |
Make recommendations to the Board regarding the corporate goals
and objectives relevant to CEO compensation, evaluate the CEO's
performance in light of such goals and objectives, and recommend
the CEO's compensation level to the Board based on such evaluation.
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Make recommendations to the Board regarding
the corporate goals and objectives relevant to officer compensation
(other than the CEO), evaluate such officers' performance in light
of such goals and objectives, and recommend the officers' compensation
levels to the Board based on this evaluation. The Committee may,
in its sole discretion, permit the CEO to be present during these
deliberations. |
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3. |
Review at least annually director compensation
and benefits and, if necessary, make recommendations to the Board
regarding changes in director compensation. |
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4. |
Administer the Company's incentive compensation
plans, including its equity-based incentive plans. |
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5. |
Examine and make recommendations to
the Board with respect to the Company's overall compensation structure,
policies, and programs, including, without limitation, salary, incentive,
stock, deferred, retirement, and health benefits, and assess whether
such programs establish appropriate and adequate incentives. |
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6. |
Make recommendations to the Board regarding
the creation, amendment, modification, and termination of the Company's
compensation and employee benefit plans. |
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7. |
Prepare the annual report
on compensation for inclusion in the Company's annual proxy statement. |
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8. |
Annually evaluate the adequacy of this
Charter and recommend changes to the Board as necessary. |
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9. |
Perform such other duties and responsibilities
as are consistent with the purpose of the Committee and as the Board
or the Committee may deem appropriate. |
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| Last Updated:
February 25, 2004 |
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