Exhibit 10.4


 


Adopted by the Board of Directors: October
28, 2021


 


CHARTER OF THE COMPENSATION COMMITTEE


OF THE BOARD OF DIRECTORS


OF


QUOIN
PHARMACEUTICALS, LTD.


 


Purpose


 


The
Compensation Committee (the "Committee") shall report to and assist the Board of Directors (the "Board")
of Quoin Pharmaceuticals, Ltd., an Israeli corporation (the "Company"). The purpose of the Committee is to oversee the
discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers, and as provided
for in the Israeli Companies Law, 5759-1999 (the “Companies Law”), and subject to the provisions of the Companies Law


 


The Committee shall seek to
ensure that the Company structures its compensation plans, policies and programs as to attract and retain the best available personnel
for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities
for the Company and to promote the success of the Company’s business. In reviewing and approving the Company’s overall executive
compensation program, if applicable, the Committee shall consider the results of the most recent stockholder advisory vote on executive
compensation required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act").


 


Committee Membership


 


The Committee shall consist
of no fewer than three members and each member of the Committee shall be an "independent director" as defined by Rule 5605(a)(2)
of The Nasdaq Stock Market LLC ("NASDAQ"); provided, however, that the Company may avail itself of any phase-in periods
and other exemptions permitted under applicable NASDAQ rules, regulations and standards. In addition, in affirmatively determining the
independence of any director who will serve on the Committee, the Board shall consider all factors specifically relevant to determining
whether a director has a relationship with the Company which is material to that director’s ability to be independent from management
in connection with the duties of a Committee member, including, but not limited to: (i) the source of compensation of the director, including
any director, consulting, advisory or other compensatory fee paid by the Company to the director; and (ii) whether the director is affiliated
with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.


 


At least two members of the
Committee also shall qualify as "outside" directors within the meaning of Section 162(m) of the Internal Revenue Code (the "Code")
and as "non-employee" directors within the meaning of Rule 16b-3 under the Exchange Act.


 


The members of the Committee
shall be appointed and may be replaced by the Board with or without cause. A member of the Committee may resign by delivering his or her
written notice of resignation to the chairperson of the Board, to take effect at a date specified therein, or upon delivery of such written
notice if no date is specified. Unless the Board elects a chairperson of the Committee, the Committee shall elect a chairperson by majority
vote.


 






    


     


    

 


Meetings


 


The Committee shall meet as
often as necessary to carry out its responsibilities, generally not less frequently than quarterly. The Committee chairperson shall preside
at each meeting. In the event the Committee chairperson is not present at a meeting, the Committee members present at that meeting shall
designate one of its members as the acting chairperson of such meeting. Written minutes of Committee meetings shall be maintained. The
Committee may also act by unanimous written consent in lieu of a meeting. The Committee may form and delegate authority and duties to
subcommittees as it deems appropriate.


 


Committee Authority and Responsibilities


 


The Committee shall have the
following authority and responsibilities:


 


General Compensation
and Benefits


 


		1.	The Committee shall periodically review general compensation and benefit
programs of the Company.



 


roles and responsibilities
under the Companies LAW


 


		1.	Recommend to the Board the Compensation Policy (as defined by the Companies
Law) for directors and officers, and, once every three years, to make a recommendation regarding the extension of the Compensation Policy
if approved for a period of more than three years; 



 


		2.	Recommend to the directors regarding the update of the Compensation Policy,
from time to time, and examine its implementation; 



 


		3.	Decide whether to approve the terms of office and employment of directors
and officers when approval of the compensation committee is required in accordance with the Companies Law; 



 


		4.	Decide, in circumstances set forth under the Companies Law, whether to exempt
the approval of terms of office of a CEO from the requirements of shareholder approval.



 


Executive Compensation


 


		1.	The Committee shall at least annually: (a) review and recommend for approval
by the Board the corporate goals and objectives relevant to the compensation of the CEO; (b) evaluate the CEO’s performance in light
of those goals and objectives; and (c) recommend for approval by the Board, the CEO’s compensation level, including the CEO’s
base salary, bonus, incentive compensation levels, equity compensation, special or supplemental benefits or payments and other forms of
compensation and any employment agreement, consulting arrangement, severance or retirement arrangement or change of control agreement
or provision covering the CEO. The CEO shall not be present during the voting or deliberations by the Committee on his/her compensation.



 


		2.	The Committee shall at least annually review, with input from the CEO, the
performance of the other executive officers of the Company and set their compensation levels, including base salary, bonus, incentive
compensation levels, equity compensation, special or supplemental benefits or payments and other forms of compensation and any employment
agreement, consulting arrangement, severance or retirement arrangement or change of control agreement or provision covering such officers.
The Committee may, in its discretion, invite the CEO to be present during the approval of, or deliberations with respect to, the compensation
of other executive officers.



 






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		3.	The Committee shall periodically review and make recommendations to the
Board with respect to incentive-compensation and equity-based plans.



 


		4.	The Committee shall exercise all rights, authority and functions of the
Board under all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including
without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided,
however, that, except as otherwise expressly authorized to do so by this charter, any such plan or a resolution of the Board, the Committee
shall not be authorized to amend any such plan. To the extent permitted by and consistent with applicable law and the provisions of a
given equity-based plan, the Committee may delegate to one or more executive officers of the Company the power to grant options or other
stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or
executive officers of the Company. The Committee, or a majority of the independent directors serving on the Board, shall approve any inducement
awards to be granted in reliance on the exemption from stockholder approval contained in NASDAQ Rule 5635(c)(4).



 


		5.	Oversee the Company’s policies on structuring compensation programs
for executive officers to, where determined appropriate, preserve tax deductibility and, as and when required, establish and certify the
attainment of performance goals pursuant to Section 162(m) of the Code.



 


		6.	Review and recommend to the Board for approval the appropriate structure
and amount of compensation of the Company’s directors, including all forms of cash compensation paid to Board members and the grant
of all forms of equity compensation provided to Board members.



 


		7.	Oversee the Company’s compliance with the rules and regulations of
the Securities and Exchange Commission (the "SEC") and NASDAQ related to stockholder approval of certain executive compensation
matters and equity compensation plans.



 


		8.	Review and discuss with management the "Compensation Discussion and
Analysis" section of the Company’s proxy statement, Form 10-K or other document (when required by the rules and regulations
of the SEC to be included therein) and based on that review, determine whether or not to recommend to the Board that the "Compensation
Discussion and Analysis" be included in the proxy statement, Form 10-K or other document, in accordance with applicable SEC rules
and regulations.



 


		9.	Prepare and approve the "Compensation Committee Report" section
of the Company’s proxy statement, Form 10-K or other document (when required by the rules and regulations of the SEC to be included
therein).



 


		10.	Consider and implement policies with respect to oversight, assessment and
management of risks associated with the Company’s compensation policies. 



 






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		11.	Review and establish appropriate insurance coverage for the Company’s directors and officers.



 


Committee Performance


 


		1.	Conduct an annual evaluation of its performance in fulfilling its duties
and responsibilities under this Charter.



 


		2.	At least annually, review and assess the adequacy of this Charter and recommend
any proposed modifications to the Board.



 


Advisors


 


The Committee shall have the
power, in its sole discretion, to select, retain and terminate any compensation consultants, independent legal counsel and other advisors,
including the sole authority to approve their fees and other retention terms. The Committee shall be directly responsible for the appointment,
compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The
Committee shall not select or obtain advice from any such expert, outside consultant, external legal, accounting, compensation or other
advisor without first taking into consideration the factors relevant to such advisor’s independence specified in NASDAQ Rule 5605(d)(3)
and considering and addressing any conflicts of interest between the Company and such advisor, which would require disclosure pursuant
to Item 407(e)(3)(iv) of Regulation S-K (or any successor disclosure item). The fees, expenses or compensation owed to any person retained
by the Committee and any ordinary administrative expenses of the Committee incurred in carrying out its duties and responsibilities shall
be borne by the Company. Notwithstanding the foregoing, the Committee chairperson shall, unless the exigencies of a specific situation
require otherwise, first advise the Company's Chief Financial Officer of any such potential material expenditures.


 


 


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