exv10w2



 






Exhibit 10.2




PHARMION CORPORATION

2000 STOCK INCENTIVE PLAN

(Amended and Restated effective as of April 1, 2005)




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



 









 







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 (Amended and Restated effective as of
April 1, 2005).



          (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 April 1, 2005. The Plan was reapproved
by the stockholders of the Company on September 23, 2003, and the stockholders of the Company
approved an amendment to increase the number of shares of Stock that may be offered under the Plan
by an additional 1,500,000 shares on June 1, 2005, from 2,758,000 shares to 4,258,000 shares.



          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:



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          (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;



          (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 4,258,000, 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;



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          (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 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




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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 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.




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	 	(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.
	 
	 	(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



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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 (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




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	 	 	 	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.
	 
	 	(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.




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	 	(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.
	 
	 	(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



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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
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.



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     (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 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



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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.



     (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.



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	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 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


15









 






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





     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



16









 







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.



*     *     *




As adopted by the Board of Directors of

Pharmion Corporation as of

February 3, 2000, and amended and

restated effective as of April 1, 2005.



	 	 	 	 	 
	 	 	 
	By:  	/s/ Patrick J. Mahaffy
 	 	 
	 	 	 	 
	Title:  	President and Chief Executive Officer 	 	 




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