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Compensation and HR Committee Charter

Purpose

The purpose of the Compensation and Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Amylin Pharmaceuticals, Inc. (the "Company") is to (i) establish and oversee the administration of the Company's compensation policies for Company executives; (ii) review and approve Company strategies for attracting, developing and motivating management and employees; (iii) develop a succession plan for the CEO and other key executives and (iv) approve a Committee report with respect to the discussion and analysis of executive compensation for inclusion in the Company's annual proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"). It is the intent of the Board to comply with the Bylaws of the Company and all applicable laws, rules and regulations, including rules promulgated by The NASDAQ Stock Market, Inc. (collectively, the "Requirements") applicable to this Committee and the charter. To the extent any Requirements are added or amended, this charter shall be deemed to incorporate such additions or amendments.

Membership

The Committee shall consist of at least three (3) directors. All members of the Committee shall be "independent directors," (i.e. those directors who neither are officers or employees of the Company or its' subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director). Members shall be "independent" under the rules of The NASDAQ Stock Market, Inc. and shall meet any other applicable qualifications established by the Requirements.

Members shall be appointed by the Board, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

Structure and Operations

The Board shall designate one member of the Committee as its chair. A majority of the members of the Committee shall constitute a quorum. The Committee shall meet in person or telephonically at least twice a year and at other times as deemed necessary or desirable by the Committee or its chair. The Committee may also take action by unanimous written consent.

The Committee may invite, consistent with the maintenance of the confidentiality of compensation discussions, any employees or consultants the Committee deems appropriate, including the Chief Executive Officer ("CEO") and the most senior HR executive. Employees and consultants, including the CEO and senior HR executive, may not be present during any discussions and deliberations of the Committee regarding their own personal compensation.

Duties and Responsibilities

The following are the duties and responsibilities of the Committee:
  • Review and approve the Company's general compensation philosophy, programs, and policies for executives and employees.
  • In consultation with management, recommend to the Board annual goals for the Company to serve as guidance in making awards under the Company's incentive compensation plans and make recommendations to the Board for the Company's overall performance of those goals.
  • In consultation with the CEO, review and approve the appointment and performance of all other executive officers of the Company and their compensation, including salary, bonus and stock awards.
  • Establish the process for reviewing and evaluating the overall performance of the CEO, annually conduct the review and evaluation, and set the CEO's compensation, including salary, bonus and stock awards, based on this evaluation.
  • Make recommendations to the Board with respect to the adoption of the Company's incentive compensation plans (other than cash incentive compensation plans for the Company’s field sales employees), deferred compensation plans, equity-based plans, severance plans and other similar plans ("Plans"); administer, amend, modify, interpret or terminate any authorized Plans, including without limitation, amendments to increase the number of shares of the Company's securities reserved for issuance under any Plan, provided, however, that with respect to any Plan amendment or modification requiring stockholder approval, the Committee shall make recommendations with respect to such amendments or modifications to the Board; grant rights and awards under authorized Plans, and establish guidelines by which management may cause such rights or awards to be granted to employees other than executive officers; oversee the activities of the individuals and committees responsible for administering authorized Plans; and discharge any responsibilities imposed on the Committee or the Board by any of these Plans.
  • Review and approve any severance or similar termination payments proposed to be made to any current or former executive officers of the Company, including compensation payable under a change in control.
  • Develop, update and recommend to the Board a management succession plan for the CEO and other key executives.
  • Review the compensation program for directors and recommend amendments, modifications and interpretations of such program to the Board as appropriate
  • Perform such other duties within the scope of its primary functions as the Committee may from time to time determine or such additional duties delegated by the Board.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee, which must consist of independent directors. Any actions taken by such subcommittees shall be reported to the full Comittee on a timely basis.

Reports

The Committee shall produce or approve the following reports and provide them to the Board.
  • A report of the Compensation Committee with respect to the discussion and analysis of executive compensation for inclusion in the Company's annual proxy statement in accordance with Requirements.
  • An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chair of the Committee or any other member of the Committee designated by the Committee to make this report.
  • A summary of the actions at each Committee meeting, which shall be presented to the Board for review and presented to the Secretary of the Company for inclusion in the Company's minute books.

Resources and Authority

The Committee shall have full power and authority to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall report to the Board whenever it shall be called to do so.

(As amended on 12/03/08)