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                                                                    EXHIBIT 10.2

                              PHARMION CORPORATION
                            2000 STOCK INCENTIVE PLAN
           (AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 23, 2003)

1. PURPOSE

         The purpose of the Plan is to provide a means through which the Company
and its Subsidiaries may attract able persons to become and remain directors of
the Company and enter and remain in the employ of the Company and its
Subsidiaries and to provide a means whereby employees, directors and consultants
of the Company and its Subsidiaries can acquire and maintain Common Stock
ownership, or be paid incentive compensation measured by reference to the value
of Common Stock, thereby strengthening their commitment to the welfare of the
Company and its Subsidiaries and promoting an identity of interest between
stockholders and these employees, directors and consultants.

         So that the appropriate incentive can be provided, the Plan provides
for granting Incentive Stock Options, Nonqualified Stock Options, Restricted
Stock Awards, and other Stock-based Awards, or any combination of the foregoing.

2. DEFINITIONS

         The following definitions shall be applicable throughout the Plan.

         (a) "Affiliate" of any individual or entity means an individual or
entity that is directly or indirectly through one or more intermediaries
controlled by or under common control with the individual or entity specified.

         (b) "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Restricted Stock Award, or other Stock-based
Award.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Cause" means the Company or a Subsidiary having cause to terminate
a Participant's employment or service under any existing employment, consulting
or any other agreement between the Participant and the Company or a Subsidiary.
In the absence of any such an employment, consulting or other agreement, a
Participant shall be deemed to have been terminated for Cause if the Committee
determines that his termination of employment with the Company or a Subsidiary
is on account of (A) incompetence, fraud, personal dishonesty, embezzlement,
defalcation or acts of gross negligence or gross misconduct on the part of
Participant in the course of his employment or services, (B) a material breach
of Participant's fiduciary duty of loyalty to the Company or a Subsidiary, (C) a
Participant's engagement in conduct that is materially injurious to the Company
or a Subsidiary, (D) a Participant's conviction by a court of competent
jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y)
any other criminal charge (other than minor traffic violations) which could
reasonably be expected to have a material adverse impact on Company's or a
Subsidiary's reputation and standing in the community; (E) public or consistent
drunkenness by a Participant

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or his illegal use of narcotics which is, or could reasonably be expected to
become, materially injurious to the reputation or business of the Company or a
Subsidiary or which impairs, or could reasonably be expected to impair, the
performance of a Participant's duties to the Company or a Subsidiary; or (F)
willful failure by a Participant to follow the lawful directions of a superior
officer or the Board, representing disloyalty to the goals of the Company or a
Subsidiary.

         (e) "Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.

         (f) "Committee" means the Board, the Compensation Committee of the
Board or such other committee of at least two people as the Board may appoint to
administer the Plan.

         (g) "Common Stock" means the common stock par value $0.001 per share,
of Pharmion Corporation.

         (h) "Company" means Pharmion Corporation.

         (i) "Date of Grant" means the date on which the granting of an Award is
authorized or such other date as may be specified in such authorization.

         (j) "Disability", with respect to any particular Participant, means
disability as defined in such Participant's employment, consulting or other
relevant agreement with the Company or a Subsidiary or, in the absence of any
such agreement, disability as defined in the long-term disability plan of the
Company or a Subsidiary, as may be applicable to the Participant in question,
or, in the absence of such a plan, the complete and permanent inability by
reason of illness or accident to perform the duties of the occupation at which a
Participant was employed or served when such disability commenced or, if the
Participant was retired when such disability commenced, the inability to engage
in any substantial gainful activity, in either case as determined by the
Committee based upon medical evidence acceptable to it.

         (k) "Disinterested Person" means a person who is (i) a "non-employee
director" within the meaning of Rule 16b-3 under the Exchange Act, or any
successor rule or regulation and (ii) an "outside director" within the meaning
of Section 162(m) of the Code; provided, however, that clause (i) shall only
apply with respect to grants of Awards on and following the date that the
officers and directors of the Company first become subject to Section 16(b) of
the Exchange Act and clause (ii) shall apply only with respect to grants of
Awards with respect to which the Company's tax deduction could be limited by
Section 162(m) of the Code if such clause did not apply.

         (l) "Eligible Person" means any (i) person regularly employed by the
Company or a Subsidiary; provided, however, that no such employee covered by a
collective bargaining agreement shall be an Eligible Person unless and to the
extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) director of
the Company or a Subsidiary; or (iii) consultant to the Company or a Subsidiary.

         (m) "Exchange Act" means the Securities Exchange Act of 1934.


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         (n) "Fair Market Value" on a given date means (i) if the Stock is
listed on a national securities exchange, the closing price on the primary
exchange with which the Stock is listed and traded on the date prior to such
date, or, if there is no such sale on that date, then on the last preceding date
on which such a sale was reported; (ii) if the Stock is not listed on any
national securities exchange but is quoted in the NASDAQ National Market System
on a last sale basis, the closing price reported on the date prior to such date,
or, if there is no such sale on that date, then on the last preceding date on
which a sale was reported; (iii) if the Stock is not listed on a national
securities exchange nor quoted in the NASDAQ National Market System on a last
sale basis, the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Stock accurately and computed in
accordance with applicable regulations of the Internal Revenue Service; or (iv)
notwithstanding clauses (i) - (iii) above, with respect to Awards granted as of
the consummation of the IPO, the price at which Stock is initially offered to
the public in the IPO.

         (o) "Holder" means a Participant who has been granted an Award.

         (p) "Incentive Stock Option" means an Option granted by the Committee
to a Participant under the Plan which is designated by the Committee as an
Incentive Stock Option pursuant to Section 422 of the Code.

         (q) "IPO" means the initial underwritten offering of Common Stock to
the public through an effective registration statement.

         (r) "Nonqualified Stock Option" means an Option granted under the Plan
which is not designated as an Incentive Stock Option.

         (s) "Normal Termination" means termination of employment or service
with the Company and all Subsidiaries:

                  (i)      Upon retirement pursuant to the retirement plan of
                           the Company or a Subsidiary, as may be applicable at
                           the time to the Participant in question;

                  (ii)     On account of Disability;

                  (iii)    With the written approval of the Committee; or

                  (iv)     By the Company or a Subsidiary without Cause.

         (t) "Option" means an Award granted under Section 7 of the Plan.

         (u) "Option Period" means the period described in Section 7(c).

         (v) "Option Price" means the exercise price set for an Option described
in Section 7(a).

         (w) "Participant" means an Eligible Person who has been selected by the
Committee to participate in the Plan and to receive an Award.


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         (x) "Plan" means the Company's 2000 Stock Incentive Plan.

         (y) "Restricted Period" means, with respect to any share of Restricted
Stock, the period of time determined by the Committee during which such Award is
subject to the restrictions set forth in Section 8.

         (z) "Restricted Stock" means shares of Stock issued or transferred to a
Participant subject to forfeiture and the other restrictions set forth in
Section 8.

         (aa) "Restricted Stock Award" means an Award of Restricted Stock
granted under Section 8 of the Plan.

         (bb) "Securities Act" means the Securities Act of 1933, as amended.

         (cc) "Stock" means the Common Stock or such other authorized shares of
stock of the Company as from time to time may be authorized for use under the
Plan.

         (dd) "Stock Option Agreement" means the agreement between the Company
and a Participant who has been granted an Option pursuant to Section 7 or 8
which defines the rights and obligations of the parties as required in Section
7(d) or 8.

         (ee) "Subsidiary" means any subsidiary of the Company as defined in
Section 424(f) of the Code.

3. EFFECTIVE DATE, DURATION AND SHAREHOLDER APPROVAL

         The Plan, as amended and restated, is effective as of September 23,
2003, the date on which the Plan was reapproved by the stockholders of the
Company.

         The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be September 23, 2013; provided, however, that the
administration of the Plan shall continue in effect until all matters relating
to the payment of Awards previously granted have been settled.

4. ADMINISTRATION

         The Committee shall administer the Plan. Unless otherwise determined by
the Board, each member of the Committee shall, at the time he takes any action
with respect to an Award under the Plan, be a Disinterested Person, but only to
the extent that such definition applies. The majority of the members of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present or acts approved in writing
by a majority of the Committee shall be deemed the acts of the Committee.

         Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

         (a) Select the Eligible Persons to participate in the Plan;

         (b) Determine the nature and extent of the Awards to be made to each
Eligible Person;


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         (c) Determine the time or times when Awards will be made to Eligible
Persons;

         (d) Determine the duration of each Option Period and Restricted Period;

         (e) Determine the conditions to which the payment of Awards may be
subject;

         (f) Prescribe the form of Stock Option Agreement or other form or forms
evidencing Awards; and

         (g) Cause records to be established in which there shall be entered,
from time to time as Awards are made to Participants, the date of each Award,
the number of Incentive Stock Options, Nonqualified Stock Options, shares of
Restricted Stock and other Stock-based Awards granted by the Committee to each
Participant, the expiration date, the Option Period and the duration of any
applicable Restricted Period.

         The Committee shall have the authority to interpret the Plan and,
subject to the provisions of the Plan, to establish, adopt, or revise such rules
and regulations and to make all such determinations relating to the Plan as it
may deem necessary or advisable for the administration of the Plan. The
Committee's interpretation of the Plan or any documents evidencing Awards
granted pursuant thereto and all decisions and determinations by the Committee
with respect to the Plan shall be final, binding, and conclusive on all parties
unless otherwise determined by the Board.

5. GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

         The Committee may, from time to time, grant Awards of Options,
Restricted Stock and other Stock-based Awards to one or more Eligible Persons;
provided, however, that:

         (a) Subject to Section 11, the aggregate number of shares of Stock
reserved and available for issuance pursuant to Awards under the Plan is
2,758,000, as increased annually on the date of each annual meeting of the
Company's stockholders following an IPO by an amount of shares equal to the
lesser of (i) 500,000 shares of Stock or (ii) such lesser number of shares as
determined by the Board;

         (b) Except as set forth in Section 5(d), such shares shall be deemed to
have been used in payment of Awards only to the extent they are actually
delivered and not where the Fair Market Value equivalent of such shares for a
Stock-based Award is paid in cash. In the event any Award shall be surrendered,
terminate, expire, or be forfeited, the number of shares of Stock no longer
subject thereto shall thereupon be released and shall thereafter be available
for new Awards under the Plan;

         (c) Stock delivered by the Company in settlement of Awards under the
Plan may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase; and

         (d) Following the date that the exemption from the application of
Section 162(m) of the Code described in Section 14 (or any other exemption
having similar effect) ceases to apply


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to Awards, no Participant may receive Options or stock appreciation rights under
the Plan with respect to more than 125,000 shares of Stock in any one year. For
this purpose, such shares shall be deemed to have been used in payment of Awards
whether they are actually delivered or where the Fair Market Value equivalent of
such shares for a stock appreciation right is paid in cash.

6. ELIGIBILITY

         Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by the
Committee, that they have been selected to participate in the Plan.

7. DISCRETIONARY GRANT OF STOCK OPTIONS

         The Committee is authorized to grant one or more Incentive Stock
Options or Nonqualified Stock Options to any Eligible Person; provided, however,
that no Incentive Stock Options shall be granted to any Eligible Person who is
not an employee of the Company or a Subsidiary. Each Option so granted shall be
subject to the following conditions, or to such other conditions as may be
reflected in the applicable Stock Option Agreement.

         (a) OPTION PRICE. The exercise price ("Option Price") per share of
Stock for each Option shall be set by the Committee at the time of grant but
shall not be less than (i) in the case of an Incentive Stock Option, and subject
to Section 7(e), the Fair Market Value of a share of Stock at the Date of Grant,
and (ii) in the case of a Non-Qualified Stock Option, the par value per share of
Stock; provided, however, that following the date that the exemption from the
application of Section 162(m) of the Code described in Section 14 (or any other
exemption having similar effect) ceases to apply to Options, all Options
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code shall have an Option Price per share of Stock no less than the Fair
Market Value of a share of Stock on the Date of Grant.

         (b) MANNER OF EXERCISE AND FORM OF PAYMENT. Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price. The Option Price may be
paid in cash or by bank check (acceptable to the Committee) or, in the
discretion of the Committee, (i) in shares of Stock (valued at the Fair Market
Value at the time the Option is exercised) having in the aggregate a value equal
to the aggregate Option Price, (ii) in other property having a fair market value
on the date of exercise equal to the aggregate Option Price, or (iii) following
the date of the IPO, by delivering to the Committee a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
sale or loan proceeds sufficient to pay the aggregate Option Price; provided,
however, that the Company shall not directly or indirectly, extend or maintain
credit, or arrange for the extension of credit, in the form of a personal loan
to or for any director or executive officer of the Company under (iii) above, or
otherwise, in violation of Section 402 of the Sarbanes-Oxley Act of 2002.

         (c) OPTION PERIOD AND EXPIRATION. Options shall vest and become
exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be
determined by the Committee (the "Option Period"); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee


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may in its sole discretion accelerate the exercisability of any Option, which
acceleration shall not affect the terms and conditions of any such Option other
than with respect to exercisability. Unless otherwise specifically determined by
the Committee, the vesting of an Option shall occur only while the Participant
is employed or rendering services to the Company or its Subsidiaries and all
vesting shall cease upon a Holder's termination of employment or services for
any reason. If an Option becomes exercisable in installments, such installments
or portions thereof which become exercisable shall remain exercisable until the
Option expires. Unless otherwise stated in the applicable Option Agreement, the
Option shall expire earlier than the end of the Option Period in the following
circumstances:

                  (i)      If prior to the end of the Option Period, the Holder
                           shall undergo a Normal Termination, the Option shall
                           expire on the earlier of the last day of the Option
                           Period or the date that is three months after the
                           date of such Normal Termination. In such event, the
                           Option shall remain exercisable by the Holder until
                           its expiration, but only to the extent the Option was
                           vested and exercisable at the time of such Normal
                           Termination.

                  (ii)     If the Holder dies prior to the end of the Option
                           Period and while still in the employ or service of
                           the Company or a Subsidiary, or within three months
                           of Normal Termination, the Option shall expire on the
                           earlier of the last day of the Option Period or the
                           date that is twelve months after the date of death of
                           the Holder. In such event, the Option shall remain
                           exercisable by the person or persons to whom the
                           Holder's rights under the Option pass by will or the
                           applicable laws of descent and distribution until its
                           expiration, but only to the extent the Option was
                           vested and exercisable by the Holder at the time of
                           death.

                  (iii)    If the Holder ceases employment or service with the
                           Company and all Subsidiaries for reasons other than
                           Normal Termination or death, the Option shall expire
                           immediately upon such cessation of employment or
                           service.

         (d) STOCK OPTION AGREEMENT - OTHER TERMS AND CONDITIONS. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement, which
shall contain such provisions as may be determined by the Committee and, except
as may be specifically stated otherwise in such Stock Option Agreement, which
shall be subject to the following terms and conditions:

                  (i)      Each Option issued pursuant to this Section 7 or
                           portion thereof that is exercisable shall be
                           exercisable for the full amount or for any part
                           thereof.

                  (ii)     Each share of Stock purchased through the exercise of
                           an Option issued pursuant to this Section 7 shall be
                           paid for in full at the time of the exercise. Each
                           Option shall cease to be exercisable, as to any share
                           of Stock, when the Holder purchases the share or when
                           the Option expires.


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                  (iii)    Options issued pursuant to this Section 7 shall not
                           be transferable by the Holder except by will or the
                           laws of descent and distribution and shall be
                           exercisable during the Holder's lifetime only by him;
                           provided, however, that the Committee may at any time
                           upon the request of a Holder allow for the transfer
                           of any Option, subject to such conditions or
                           limitations as it may establish.

                  (iv)     Each Option issued pursuant to this Section 7 shall
                           vest and become exercisable by the Holder in
                           accordance with the vesting schedule established by
                           the Committee and set forth in the Stock Option
                           Agreement.

                  (v)      Each Stock Option Agreement may contain a provision
                           that, upon demand by the Committee for such a
                           representation, the Holder shall deliver to the
                           Committee at the time of any exercise of an Option
                           issued pursuant to this Section 7 a written
                           representation that the shares to be acquired upon
                           such exercise are to be acquired for investment and
                           not for resale or with a view to the distribution
                           thereof. Upon such demand, delivery of such
                           representation prior to the delivery of any shares
                           issued upon exercise of an Option issued pursuant to
                           this Section 7 shall be a condition precedent to the
                           right of the Holder or such other person to purchase
                           any shares. In the event certificates for Stock are
                           delivered under the Plan with respect to which such
                           investment representation has been obtained, the
                           Committee may cause a legend or legends to be placed
                           on such certificates to make appropriate reference to
                           such representation and to restrict transfer in the
                           absence of compliance with applicable federal or
                           state securities laws.

                  (vi)     Each Incentive Stock Option Agreement shall contain a
                           provision requiring the Holder to notify the Company
                           in writing immediately after the Holder makes a
                           disqualifying disposition of any Stock acquired
                           pursuant to the exercise of such Incentive Stock
                           Option. A disqualifying disposition is any
                           disposition (including any sale) of such Stock before
                           the later of (a) two years after the Date of Grant of
                           the Incentive Stock Option or (b) one year after the
                           date the Holder acquired the Stock by exercising the
                           Incentive Stock Option.

         (e) INCENTIVE STOCK OPTION GRANTS TO 10% STOCKHOLDERS. Notwithstanding
anything to the contrary in this Section 7, if an Incentive Stock Option is
granted to a Holder who owns stock representing more than 10% of the voting
power of all classes of stock of the Company or of a Subsidiary, the Option
Period shall not exceed five years from the Date of Grant of such Option and the
Option Price shall be at least 110% of the Fair Market Value (on the Date of
Grant) of the Stock subject to the Option.

         (f) $100,000 PER YEAR LIMITATION FOR INCENTIVE STOCK OPTIONS. To the
extent the aggregate Fair Market Value (determined as of the Date of Grant) of
Stock for which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year


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(under all plans of the Company and its Subsidiaries) exceeds $100,000, such
excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

         (g) VOLUNTARY SURRENDER. The Committee may permit the voluntary
surrender of all or any portion of any Nonqualified Stock Option issued pursuant
to this Section 7 to be conditioned upon the granting to the Holder of a new
Option for the same or a different number of shares as the Option surrendered or
require such voluntary surrender as a condition precedent to a grant of a new
Option to such Participant. Such new Option shall be exercisable at an Option
Price, during an Option Period, and in accordance with any other terms or
conditions specified by the Committee at the time the new Option is granted, all
determined in accordance with the provisions of the Plan without regard to the
Option Price, Option Period, or any other terms and conditions of the
Nonqualified Stock Option surrendered.

8. RESTRICTED STOCK AWARDS

         (a) AWARD OF RESTRICTED STOCK.

                  (i)      The Committee shall have the authority (1) to grant
                           Restricted Stock, (2) to issue or transfer Restricted
                           Stock to Eligible Persons, and (3) to establish
                           terms, conditions and restrictions applicable to such
                           Restricted Stock, including the Restricted Period,
                           which may differ with respect to each grantee, the
                           time or times at which Restricted Stock shall be
                           granted or become vested and the number of shares to
                           be covered by each grant.

                  (ii)     The Holder of a Restricted Stock Award shall execute
                           and deliver to the Company an Award agreement with
                           respect to the Restricted Stock setting forth the
                           restrictions applicable to such Restricted Stock. If
                           the Committee determines that the Restricted Stock
                           shall be held in escrow rather than delivered to the
                           Holder pending the release of the applicable
                           restrictions, the Holder additionally shall execute
                           and deliver to the Company (i) an escrow agreement
                           satisfactory to the Committee, and (ii) the
                           appropriate blank stock powers with respect to the
                           Restricted Stock covered by such agreements. If a
                           Holder shall fail to execute a Restricted Stock
                           agreement and, if applicable, an escrow agreement and
                           stock powers, the Award shall be null and void.
                           Subject to the restrictions set forth in Section
                           9(b), the Holder shall generally have the rights and
                           privileges of a stockholder as to such Restricted
                           Stock, including the right to vote such Restricted
                           Stock. At the discretion of the Committee, cash
                           dividends and stock dividends, if any, with respect
                           to the Restricted Stock may be either currently paid
                           to the Holder or withheld by the Company for the
                           Holder's account. Unless otherwise determined by the
                           Committee no interest will accrue or be paid on the
                           amount of any cash dividends withheld. Unless
                           otherwise determined by the Committee, cash dividends
                           or stock dividends so withheld by the Committee shall
                           be subject to forfeiture to the same degree as the
                           shares of Restricted Stock to which they relate.


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                  (iii)    Upon the Award of Restricted Stock, the Committee
                           shall cause a stock certificate registered in the
                           name of the Holder to be issued and, if it so
                           determines, deposited together with the stock powers
                           with an escrow agent designated by the Committee. If
                           an escrow arrangement is used, the Committee shall
                           cause the escrow agent to issue to the Holder a
                           receipt evidencing any stock certificate held by it
                           registered in the name of the Holder.

         (b) RESTRICTIONS.

                  (i)      Restricted Stock awarded to a Participant shall be
                           subject to the following restrictions until the
                           expiration of the Restricted Period, and to such
                           other terms and conditions as may be set forth in the
                           applicable Award agreement: (1) if an escrow
                           arrangement is used, the Holder shall not be entitled
                           to delivery of the stock certificate; (2) the shares
                           shall be subject to the restrictions on
                           transferability set forth in the Award agreement; (3)
                           the shares shall be subject to forfeiture to the
                           extent provided in Section 9(d) and the Award
                           Agreement and, to the extent such shares are
                           forfeited, the stock certificates shall be returned
                           to the Company, and all rights of the Holder to such
                           shares and as a shareholder shall terminate without
                           further obligation on the part of the Company.

                  (ii)     The Committee shall have the authority to remove any
                           or all of the restrictions on the Restricted Stock
                           whenever it may determine that, by reason of changes
                           in applicable laws or other changes in circumstances
                           arising after the date of the Restricted Stock Award,
                           such action is appropriate.

         (c) RESTRICTED PERIOD. The Restricted Period of Restricted Stock shall
commence on the Date of Grant and shall expire from time to time as to that part
of the Restricted Stock indicated in a schedule established by the Committee and
set forth in a written Award agreement.

         (d) FORFEITURE PROVISIONS. Except to the extent determined by the
Committee and reflected in the underlying Award agreement, in the event a Holder
terminates employment with the Company and all Subsidiaries during a Restricted
Period, that portion of the Award with respect to which restrictions have not
expired ("Non-Vested Portion") shall be treated as follows.

                  (i)      Upon the voluntary resignation of a Participant or
                           discharge by the Company or a Subsidiary for Cause,
                           the Non-Vested Portion of the Award shall be
                           completely forfeited.

                  (ii)     Upon Normal Termination, the Non-Vested Portion of
                           the Award shall be prorated for service during the
                           Restricted Period and shall be received as soon as
                           practicable following termination.


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                  (iii)    Upon death, the Non-Vested Portion of the Award shall
                           be prorated for service during the Restricted Period
                           and paid to the Participant's beneficiary as soon as
                           practicable following death.

         (e) DELIVERY OF RESTRICTED STOCK. Upon the expiration of the Restricted
Period with respect to any shares of Stock covered by a Restricted Stock Award,
the restrictions set forth in Section 9(b) and the Award agreement shall be of
no further force or effect with respect to shares of Restricted Stock which have
not then been forfeited. If an escrow arrangement is used, upon such expiration,
the Company shall deliver to the Holder, or his beneficiary, without charge, the
stock certificate evidencing the shares of Restricted Stock which have not then
been forfeited and with respect to which the Restricted Period has expired (to
the nearest full share) and any cash dividends or stock dividends credited to
the Holder's account with respect to such Restricted Stock and the interest
thereon, if any.

         (f) STOCK RESTRICTIONS. Each certificate representing Restricted Stock
awarded under the Plan shall bear the following legend until the end of the
Restricted Period with respect to such Stock:

         "Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of a Restricted Stock Agreement, dated as
of            , between Pharmion Corporation and               . A copy of such
Agreement is on file at the offices of Pharmion Corporation."

         Stop transfer orders shall be entered with the Company's transfer agent
and registrar against the transfer of legended securities.

9. OTHER STOCK-BASED AWARDS

         The Committee may grant any other cash, stock or stock-related Awards
to any eligible individual under this Plan that the Committee deems appropriate,
including, but not limited to, stock appreciation rights, limited stock
appreciation rights, phantom stock Awards, the bargain purchase of Stock and
Stock bonuses. Any such benefits and any related agreements shall contain such
terms and conditions as the Committee deems appropriate. Such Awards and
agreements need not be identical. With respect to any benefit under which shares
of Stock are or may in the future be issued for consideration other than prior
services, the amount of such consideration shall not be less than the amount
(such as the par value of such shares) required to be received by the Company in
order to comply with applicable state law.

10. GENERAL

         (a) ADDITIONAL PROVISIONS OF AN AWARD. Awards under the Plan also may
be subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant) as the Committee determines appropriate
including, without limitation, provisions to assist the Participant in financing
the purchase of Stock upon the exercise of Options, provisions for the
forfeiture of or restrictions on resale or other disposition of shares of Stock
acquired under any Award, provisions giving the Company the right to repurchase
shares of Stock acquired under any Award in the event the Participant elects to
dispose of such shares, and


                                       11
<PAGE>


provisions to comply with Federal and state securities laws and Federal and
state tax withholding requirements. Any such provisions shall be reflected in
the applicable Award agreement.

         (b) PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Awards hereunder
until such shares have been issued to that person.

         (c) GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
make payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as
may be required. Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell
and shall be prohibited from offering to sell or selling any shares of Stock
pursuant to an Award unless such shares have been properly registered for sale
pursuant to the Securities Act with the Securities and Exchange Commission or
unless the Company has received advice of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an
available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. The Company shall be under no obligation to
register for sale under the Securities Act any of the shares of Stock to be
offered or sold under the Plan. If the shares of Stock offered for sale or sold
under the Plan are offered or sold pursuant to an exemption from registration
under the Securities Act, the Company may restrict the transfer of such shares
and may legend the Stock certificates representing such shares in such manner as
it deems advisable to ensure the availability of any such exemption.

         (d) TAX WITHHOLDING. Notwithstanding any other provision of the Plan,
the Company or a Subsidiary, as appropriate, shall have the right to deduct from
all Awards cash and/or Stock, valued at Fair Market Value on the date of
payment, in an amount necessary to satisfy all Federal, state or local taxes as
required by law to be withheld with respect to such Awards and, in the case of
Awards paid in Stock, the Holder or other person receiving such Stock may be
required to pay to the Company or a Subsidiary, as appropriate, prior to
delivery of such Stock, the amount of any such taxes which the Company or
Subsidiary is required to withhold, if any, with respect to such Stock. Subject
in particular cases to the disapproval of the Committee, the Company may accept
shares of Stock of equivalent Fair Market Value in payment of such withholding
tax obligations if the Holder of the Award elects to make payment in such
manner.

         (e) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No individual shall have any
claim or right to be granted an Award under the Plan or, having been selected
for the grant of an Award, to be selected for a grant of any other Award.
Neither the Plan nor any action taken hereunder shall be construed as giving any
individual any right to be retained in the employ or service of the Company or a
Subsidiary.

         (f) DESIGNATION AND CHANGE OF BENEFICIARY. Each Participant may file
with the Committee a written designation of one or more persons as the
beneficiary who shall be entitled to receive the rights or amounts payable with
respect to an Award due under the Plan upon his death. A Participant may, from
time to time, revoke or change his beneficiary designation


                                       12
<PAGE>


without the consent of any prior beneficiary by filing a new designation with
the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt. If no beneficiary designation is filed by the Participant, the
beneficiary shall be deemed to be his or her spouse or, if the Participant is
unmarried at the time of death, his or her estate.

         (g) PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

         (h) NO LIABILITY OF COMMITTEE MEMBERS. No member of the Committee shall
be personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his capacity as a member of the Committee nor
for any mistake of judgment made in good faith, and the Company shall indemnify
and hold harmless each member of the Committee and each other employee, officer
or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or
willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against any such
person. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

         (i) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without regard to the
principles of conflicts of law thereof.

         (j) FUNDING. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Holders shall have
no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.


                                       13
<PAGE>


         (k) NONTRANSFERABILITY. A person's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Holder's death, to a designated beneficiary to the extent permitted by the
Plan, or in the absence of such designation, by will or the laws of descent and
distribution; provided, however, the Committee may, in its sole discretion,
allow for transfer of Awards other than Incentive Stock Options to other persons
or entities, subject to such conditions or limitations as it may establish.

         (l) RELIANCE ON REPORTS. Each member of the Committee and each member
of the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.

         (m) RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Subsidiary except as otherwise specifically provided in such other plan.

         (n) EXPENSES. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.

         (o) PRONOUNS. Masculine pronouns and other words of masculine gender
shall refer to both men and women.

         (p) TITLES AND HEADINGS. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

         (q) TERMINATION OF EMPLOYMENT. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or vice versa shall not be deemed to have terminated
employment or service with the Company or a Subsidiary.

         (r) REPURCHASE OF OPTIONS OR SHARES. At any time prior to the IPO, the
Board may in its discretion, and on terms it considers appropriate, require a
Holder, or the executors or administrators of a Holder's estate, to sell back to
the Company all of his or her Restricted Stock, Options, or shares acquired
through the expiration exercise of Options, in the event such optionee's
employment or service with the Company is terminated.

11. CHANGES IN CAPITAL STRUCTURE

         Awards granted under the Plan and any agreements evidencing such
Awards, the maximum number of shares of Stock subject to all Awards under the
Plan and the maximum number of shares of Stock with respect to which any one
person may be granted Options or stock appreciation rights during any year may
be subject to adjustment or substitution, as determined by the Committee in its
sole discretion, as to the number, price or kind of a share of Stock or


                                       14
<PAGE>


other consideration subject to such Awards or as otherwise determined by the
Committee to be equitable (i) in the event of changes in the outstanding Stock
or in the capital structure of the Company by reason of stock dividends, stock
splits, reverse stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the Date of Grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or (iii) for any
other reason which the Committee, in its sole discretion, determines otherwise
warrants equitable adjustment because it interferes with the intended operation
of the Plan. Any adjustment to Incentive Stock Options under this Section 11
shall take into account that adjustments which constitute a "modification"
within the meaning of Section 424(h)(3) of the Code may have an adverse tax
impact on such Incentive Stock Options and the Committee may, in its sole
discretion, provide for a different adjustment or no adjustment in order to
preserve the tax effects of Incentive Stock Options. Unless otherwise determined
by the Committee, in its sole discretion, any adjustments or substitutions under
this Section 11 shall be made in a manner which does not adversely affect the
exemption provided pursuant to Rule 16b-3 under the Exchange Act, if applicable.
Further, following the date that the exemption from the application of Section
162(m) of the Code described in Section 14 (or any other exemption having
similar effect) ceases to apply to Awards, with respect to Awards intended to
qualify as "performance-based compensation" under Section 162(m) of the Code,
such adjustments or substitutions shall, unless otherwise determined by the
Committee in its sole discretion, be made only to the extent that the Committee
determines that such adjustments or substitutions may be made without a loss of
deductibility for such Awards under Section 162(m) of the Code. The Company
shall give each Participant notice of an adjustment hereunder and, upon notice,
such adjustment shall be conclusive and binding for all purposes.

         Notwithstanding the above, in the event of any of the following:

                           A. The Company is merged or consolidated with another
                  corporation or entity such that after such merger or
                  consolidation the Company is not the surviving entity or the
                  ultimate parent of the surviving entity;

                           B. All or substantially all of the assets of the
                  Company or the Common Stock are acquired by another person or
                  entity;

                           C. The reorganization or liquidation of the Company;
                  or

                           D. The Company shall enter into a written agreement
                  to undergo an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and pay to the
Holders thereof, in cash or Stock, the value of such Awards based upon the price
per share of Stock received or to be received by other shareholders of the
Company in the event. The terms of this Section 11 may be varied by the
Committee in any particular Award agreement.

12. NONEXCLUSIVITY OF THE PLAN


                                       15
<PAGE>


         Neither the adoption of this Plan by the Board nor the submission of
this Plan to the stockholder of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

13. AMENDMENTS AND TERMINATION

         The Board may at any time terminate the Plan. Subject to Section 11,
with the express written consent of an individual Participant, the Board or the
Committee may cancel or reduce or otherwise alter outstanding Awards if, in its
judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of the Company. The Board or the
Committee may, at any time, or from time to time, amend or suspend and, if
suspended, reinstate, the Plan in whole or in part; provided, however, that
without further stockholder approval neither the Board nor the Committee shall
make any amendment to the Plan which would:

         (a) Materially increase the maximum number of shares of Stock which may
be issued pursuant to Awards, except as provided in Section 11;

         (b) Extend the maximum Option Period;

         (c) Extend the termination date of the Plan; or

         (d) Change the class of persons eligible to receive Awards under the
Plan.

14. EFFECT OF SECTION 162(m) OF THE CODE

         The Plan, and all Awards issued thereunder, are intended to be exempt
from the application of Section 162(m) of the Code, which restricts under
certain circumstances the Federal income tax deduction for compensation paid by
a public company to named executives in excess of $1 million per year. The
exemption is based on Treasury Regulation Section 1.162-27(f) with the
understanding that such regulation generally exempts from the application of
Section 162(m) of the Code compensation paid pursuant to a plan that existed
before a company becomes publicly held. Under such Treasury Regulation, this
exemption is available to the Plan for the duration of the period that lasts
until the earlier of (i) the expiration or material modification of the Plan,
(ii) the exhaustion of the maximum number of shares of Stock available for
Awards under the Plan, as set forth in Section 5(a), or (iii) the first meeting
of shareholders of the Company at which directors are to be elected that occurs
after the close of the third calendar year following the calendar year in which
the IPO occurs. To the extent that the Committee determines as of the Date of
Grant of an Award that (i) the Award is intended to comply with Section 162(m)
of the Code and (ii) the exemption described above is no longer available with
respect to such Award, such Award shall not be effective until any stockholder
approval required under Section 162(m) of the Code has been obtained.


                              *        *        *


                                       16
<PAGE>


As adopted by the Board of Directors of
Pharmion Corporation as of
February 3, 2000, and amended and
restated effective as of September 23, 2003.


By:  /s/ Patrick J. Mahaffy
     --------------------------------------------

Title:  President and Chief Executive Officer



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