ENHANCE BIOTECH, INC.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee's role is to discharge the Board's responsibilities
relating to compensation of the Company's executives, to produce an annual
report on executive compensation for inclusion in the Company's proxy
statement, and to oversee and advise the Board on the adoption of policies
that govern the Company's compensation programs, including stock and benefit
The membership of the Committee consists of at least three directors, all of
whom shall, except as otherwise permitted under applicable laws, regulations
and listing requirements, (a) meet the independence requirements established
by the Board and applicable laws, regulations and listing requirements, (b) be
a "non-employee director" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, and (c) be an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code. The Board appoints the
members of the Committee and the chairperson. The Board may remove any member
from the Committee at any time with or without cause.
The Committee shall meet at least four times a year. Additional meetings may
occur as the Committee or its chair deems advisable. The Committee will cause
to be kept adequate minutes of all its proceedings, and will report on its
actions and activities at the next quarterly meeting of the Board. Committee
members will be furnished with copies of the minutes of each meeting and any
action taken by unanimous consent. The Committee is governed by the same rules
regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board. The
Committee is authorized to adopt its own rules of procedure not inconsistent
with (a) any provision of this Charter, (b) any provision of the Bylaws of the
Company, or (c) the laws of the state of Delaware.
The Committee will have the resources and authority necessary to discharge its
duties and responsibilities. The Committee has sole authority to retain and
terminate compensation consultants retained to assist the Committee in
determining the compensation of the Chief Executive Officer or senior
executive officers, or other similar experts or consultants, as it deems
appropriate, including sole authority to approve the firms' fees and other
retention terms. Any communications between the Committee and legal counsel in
the course of obtaining legal advice will be considered privileged
communications of the Company and the Committee will take all necessary steps
to preserve the privileged nature of those communications.
The Committee may form and delegate authority to subcommittees and may
delegate authority to one or more designated members of the Committee.
Subject to the provisions of any applicable Enhance Biotech, Inc. corporate
governance policies, the principal responsibilities and functions of the
Compensation Committee are as follows:
1. Review the competitiveness of the Company's executive compensation
programs to ensure (a) the attraction and retention of corporate
officers, (b) the motivation of corporate officers to achieve the
Company's business objectives, and (c) the alignment of the interests of
key leadership with the long-term interests of the Company's
2. Review trends in management compensation, oversee the development of new
compensation plans, and, when necessary, approve the revision of
3. Review and approve the compensation structure for corporate officers at
the level of corporate vice president and above.
4. Oversee an evaluation of the performance of the Company's executive
officers and approve the annual compensation, including salary, bonus,
incentive and equity compensation, for the executive officers.
5. Review and approve Chairman and CEO goals and objectives, evaluate
Chairman and CEO performance in light of these corporate objectives, and
set Chairman and CEO compensation consistent with company philosophy.
The CEO may not be present during deliberations or voting concerning the
CEO's compensation. The CEO will be reviewed by the Chairman of the
Corporate Governance and Nominating Committee acting as the Lead
Independent Director. The results of the annual CEO evaluation will be
considered in setting CEO salary and other compensation.
6. Review and approve compensation packages for new corporate officers and
termination packages for corporate officers as requested by management.
7. Review and discuss with the Board and senior officers plans for officer
development and corporate succession plans for the CEO and other senior
8. Review and make recommendations concerning long-term incentive
compensation plans, including the use of equity-based plans. Except as
otherwise delegated by the Board, the Committee will act on behalf of
the Board as the "Committee" established to administer equity-based and
employee benefit plans, and as such will discharge any responsibilities
imposed on the Committee under those plans, including making and
authorizing grants, in accordance with the terms of those plans.
9. Review periodic reports from management on matters relating to the
Company's personnel appointments and practices.
10. Produce an annual Report of the Compensation Committee on Executive
Compensation for the Company's annual proxy statement in compliance with
applicable Securities and Exchange Commission rules and regulations and
relevant listing authority.
11. Regularly review and make recommendations about changes to the charter
of the Committee.
12. Obtain or perform an annual evaluation of the Committee's performance
and make applicable recommendations.
Last Revised: December 16, 2004 (9:00 am New York City time)
END OF FILING