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I. PURPOSE:
The Committee’s primary purposes are to (i) discharge the oversight responsibilities of the Board with respect to compensation of the Company’s executives; (ii) review and discuss with management the Compensation
Discussion and Analysis section of the Company’s annual report and proxy statement and make a recommendation with respect thereto to the full Board, produce a report to be included in the Company’s
proxy statement in accordance with applicable rules and regulations; (iii) administer designated executive compensation plans of the Company; and (iv) perform such other functions as the Board may from time
to time assign to the Committee. In performing its duties, the Committee shall seek to maintain an effective working relationship with the Board and the Company’s management.
II. COMPOSITION:
The Committee shall be composed of at least three, but not more than five, members (including a Chairperson), all of whom shall be "independent directors," as such term is defined in the rules and regulations of The
Nasdaq Stock Market ("Nasdaq"). The members of the Committee and the Chairperson shall be selected by the Board and serve at the pleasure of the Board. A Committee member (including the Chairperson)
may be removed at any time, with or without cause, by the Board. The Board may designate one or more independent directors as alternate members of the Committee, who may replace any absent or disqualified
member or members at any meetings of the Committee. No person may be made a member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule
or regulation of the United States Securities and Exchange Commission or any securities exchange or market on which shares of the common stock of the Company are traded. The Committee shall have authority
to delegate responsibilities listed herein to subcommittees of the Committee if the Committee determines such delegation would be in the best interest of the Company.
If any members of the Committee are not "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code and the regulations thereunder or "non-employee directors" as defined in Rule 16b-3
under the Securities Exchange Act of 1934, the Committee may (but is not required to) delegate to a subcommittee responsibility for any determinations required to be made by "outside directors" under Section
162(m) and applicable regulations or by "non-employee directors" under Rule 16b-3.
III. MEETING REQUIREMENTS:
The Committee shall meet as necessary to enable it to fulfill its responsibilities. The Committee shall meet at the call of its Chairperson, preferably in conjunction with regular Board meetings. The Committee may meet
by telephone conference call or by any other means permitted by law or the Company’s Bylaws. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative
vote of a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members. The Committee shall determine its own
rules and procedures, including designation of a chairperson pro tempore, in the absence of the Chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall
attend Committee meetings and prepare minutes. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board
shall be provided with copies of such Committee minutes if requested.
The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent
information as the Committee may request.
The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments and reporting the
Committee’s actions to the Board from time to time as requested by the Board.
IV. COMMITTEE RESPONSIBILITIES:
In carrying out its oversight responsibilities, the Committee’s policies and procedures should remain flexible to enable the Committee to react to changes in circumstances and conditions so as to ensure the Company
remains in compliance with applicable legal and regulatory requirements. In addition to such other duties as the Board may from time to time assign, the Committee shall have the following responsibilities:
A. Board Candidates and Nominees:
- Review and approve any statement of general principles governing payment of compensation to, or ownership of the Company’s stock by, the Company’s executives.
- Recommend to the Board the executive compensation and benefit plans to be adopted by the Company and any amendment, termination or discontinuance of such plans.
- Administer and perform specified functions under the Company’s equity-based, incentive compensation, deferral and other executive compensation plans as designated from time to time
by the Board or by the terms of such plans. In discharging this responsibility, the Committee will (a) grant, or delegate authority to grant, equity-based awards, (b) review management’s
recommendations regarding incentive compensation awards (other than for the chief executive officer) and grant, or delegate authority to grant, such awards as the Committee believes
appropriate, (c) determine the incentive compensation award to be granted to the chief executive officer, and (d) perform such other functions as are specified by the terms of such plans or by the Board.
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- Review and approve (a) general performance goals established under the Company’s incentive compensation plans, and
(b) the specific goals under which compensation is to be paid to designated executives under the plans.
- Review and approve salaries to be paid to executive officers of the Company, including the chief executive officer. The chief executive officer may not be present during voting or deliberatingon his compensation.
- Review on a periodic basis (soliciting necessary information from corporate personnel, independent consultants and others, as the Committee believes appropriate) (a) competitive market
analyses of the Company’s executive compensation program (including benefits and perquisites paid or available to executives) and (b) executive compensation alternatives and significant new trends and issues.
- Review, with the assistance of appropriate corporate personnel or independent consultants, the impact of tax, accounting and regulatory requirements on executive compensation.
- Review and approve the terms of any severance, change in control or employment agreements with executive officers or other key employees of the Company, including the designation of individuals to enter into such agreements.
- Develop and review periodically a process for, and assist the Board with conducting, not less frequently than annually, an evaluation of the Company’s management.
- Review and approve any contract providing for consulting fees or other special compensation payable to an executive officer of the corporation after termination of his or her regular employment.
- Review and recommend to the full Board for its approval, annual retainer and meeting fees for members of the Board and its committees, and award equity compensation for members of the Board as approved by the Board.
- Review and discuss with management the Compensation Discussion and Analysis section of the Company’s annual report and proxy statement, and based on such review and discussion, make
a recommendation to the full Board as to whether such Compensation Discussion and Analysis section should be included in the Company’s annual report and proxy statement.
- Produce and approve the Committee’s report to be included in the proxy statement and the Company’s response to any comments of the Securities and Exchange Commission on the report.
V. ANNUAL EVALUATION PROCEDURES:
The Committee shall annually assess its performance to confirm that it is meeting its responsibilities under this Charter. In this review, the Committee shall consider, among other things, (a) the appropriateness of the
scope and content of this Charter, (b) the appropriateness of matters presented for information and approval, (c) the sufficiency of time for consideration of agenda items, (d) frequency and length of meetings
and (e) the quality of written materials and presentations. The Committee may recommend to the Board such changes to this Charter as the Committee deems appropriate.
VI. INVESTIGATIONS AND STUDIES:
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described herein, and may retain, at the expense of the Company, independent
counsel or other consultants necessary to assist the Committee in any such investigations or studies, if authorized by the Board. The Committee shall have sole authority to retain and terminate any compensation
consulting firm to be used to evaluate the Company’s compensation practices, including the sole authority to negotiate and approve the fees and retention terms of such consulting firm.
VII. MISCELLANEOUS:
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes
and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary
from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company’s web site and a printed copy of such shall be made available to any stockholder of the
Company who requests it.
Adopted by the Compensation Committee and approved by the Board of Directors on October 2, 2009.
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