Cortex Pharmaceuticals, Inc. Charter of the Compensation Committee

Introduction
The Compensation Committee (the “Committee”) of the Board of Directors of Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), shall have the purposes, responsibilities and authority described below. This Charter is intended to comply with applicable rules of the American Stock Exchange (the “AMEX”) and to provide the Committee with direction in performing its responsibilities on behalf of the Company’s Board of Directors. This Charter has been approved by the Company’s Board of Directors (the “Board”). Membership on the Committee and its Chairmanship shall be reviewed and approved annually by the Board.

Purpose and Objectives
Acting on behalf of the Board and in accordance with applicable laws, rules and regulations, the Committee shall:

• discharge the Board’s responsibilities relating to the determination of the compensation to be paid to the Company’s directors and executive officers, including overseeing the Company’s compensation plans and practices affecting directors and executive officers;
  
  
• administer the Company’s incentive ownership programs, including, without limitation, the Company’s stock option plans;
  
  
• produce an annual report on executive compensation for inclusion in the Company’s proxy statement;
  
  
• annually review the performance of the Company’s Chief Executive Officer (“CEO”); and
  
  
• while the day-to-day management of the Company’s executive officers shall be the responsibility of the CEO, the Committee, in consultation with the CEO (except where the performance or compensation of the CEO is being determined), shall review and approve the performance evaluation and compensation recommendations for the executive officers of Cortex.
  

Qualifications for Membership on the Committee
At least annually, the Board shall select not less than three directors to serve on the Committee. Each member of the Committee must qualify as:

• an “independent director” as that term is defined in the rules of the AMEX applicable to companies whose shares are listed for trading on the that exchange;
  
  
• an “outside director” for purposes of Section 162(m) of the Internal Revenue Code; and
  
  
• a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934.
  Each member of the Committee shall possess the skills necessary to discharge competently the duties and responsibilities described in this Charter.

Each member of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board shall determine.

Meetings of the Committee
The Committee will meet no less frequently than annually as circumstances dictate and as may be required to support the activities of the Company and the CEO and as determined by the Committee’s Chairperson, or upon the request of any two of its members. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will keep a record of its meetings and report to the Board in a timely manner the material actions taken by the Committee. The Committee may meet in person, by telephone or by video conference and may take action by unanimous written consent.

The Committee Chairperson shall determine the time, place and method for holding and the agenda for all Committee meetings and, when present, shall preside over all Committee meetings. The Chairperson also shall prepare and present the Committee findings, reports and recommendations to the Board; but may, in the alternative, delegate that responsibility to another member of the Committee or, if appropriate, to the CEO.

Committee Duties and Responsibilities
In carrying out its purpose, the Committee shall have direct authority to perform the following responsibilities and duties (it being understood that the Committee may condition its approval of any compensation on Board ratification to the extent so required to comply with applicable tax law):

1. In consultation with the CEO (other than with respect to the CEO’s compensation and benefits), reviewing and approving all aspects of executive officer compensation arrangements and perquisites, including approval of all material provisions of employment, retention retirement, and severance agreements that are to be entered in to by the Company with any of its executive officers.

2. Reviewing the competitiveness of the Company’s executive compensation programs to enable the Company:

• to attract and retain its executive officers;
  
  
• motivate executive officers to achieve the Company’s business and financial objectives; and
  
  
• fashion or structure compensation programs to align the interests of officers and other key management personnel with the long-term interests of the Company’s stockholders and the Company’s corporate goals and strategies.

3. With respect to the compensation of the CEO:

• reviewing and approving the goals and objectives on which the bonus or incentive compensation of the CEO will be based;
  
  
• evaluating the CEO’s performance in light of those goals and objectives and the importance to the Company’s success of retaining the CEO; and
  
  
• setting the CEO’s compensation level based on the factors set forth above and such other criteria as the Committee deems appropriate.

4. Consulting with the CEO and making recommendations to the Board regarding the compensation to be paid and benefits to be provided to executive officers other than the CEO; provided, however, that, the Committee shall have full decision-making powers with respect to compensation for such executive officers to the extent such compensation is in excess of the limits deductible under Section 162(m) of the Internal Revenue Code.

5. Reviewing and approving the awards made under management bonus programs for executive officers.

6 Reviewing and approving the Company’s incentive compensation and equity incentive ownership programs.

7. In consultation with the CEO, reviewing and evaluating, at least annually, the compensation of and benefits provided to executive officers and reporting the results of its evaluation to the Board.

8. Producing an annual report on executive compensation for inclusion in the Company’s proxy statement, which report shall comply with applicable laws and regulations.

9. Performing such additional duties and responsibilities as may be assigned by law, the Company’s Bylaws or by the Board.

The report of the Committee regarding its evaluation of the performance and/or compensation of any executive officers who also serve as members of the Board, will be made in executive session, outside of the presence of such executive officers except where the advice of the CEO is necessary for the fair evaluation of any of his/her direct reports.

Committee Powers and Authority
The Committee shall have the power and authority:

• To form and delegate authority to subcommittees when appropriate, provided that such subcommittees are composed entirely of directors who qualify for membership on the Committee (as set forth above in this Charter).
• To engage outside consultants to assist the Committee in evaluating and determining appropriate levels of compensation for the CEO and other executive officers and in evaluating the performance of the trustees and investment managers of the employee benefit plans of the Company and to obtain advice and assistance from internal or external legal, accounting or human resources advisors, as the Committee deems appropriate.

Self Evaluation
On an annual basis, the Committee shall review and assess and report to the Board:

• the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
  
  
• the Committee’s own performance.