Members.The Board of Directors of Emisphere Technologies shall appoint a Compensation Committee of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. For purposes hereof, an "independent" director is a director who meets the National Association of Securities Dealers Inc. definition of "independence" as determined by the Board. Each member will be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. Additionally, members of the Compensation Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.
Approved and adopted by the Board of Directors in March 2006
Mark H. Rachesky M.D. Michael Weiser M.D., Ph.D. Timothy McInerney
- Financial Expert
- Independent Director