ECD Ovonics Compensation Committee Charter

 

 
PURPOSE  

The Compensation Committee (the "Committee") is appointed by the Board of Directors of Energy Conversion Devices, Inc. to establish compensation policies which govern both the annual compensation of and grants of stock options to the senior executive officers of the Company and its wholly and/or majority owned subsidiaries and the Company's directors. The Committee reviews and approves management's recommendation to grant stock options to the employees of the Company and its wholly and/or majority owned subsidiaries.

 
COMPOSITION AND TERM  

The Committee shall consist of a minimum of two directors who are not officers and employees of the Company or its wholly and/or majority owned subsidiaries and shall meet the requirements of the NASDAQ Stock Market, Inc. ("NASDAQ") and applicable federal law.

The members of the Committee and the Chair of the Committee shall be appointed by the Board at the annual meeting of the Board following the annual meeting of stockholders, and shall serve until their successors shall be duly elected and qualified or their earlier resignation or removal.

 
ADMINISTRATIVE MATTERS
Meetings
 

The Committee shall meet at such times and from time to time as it deems to be necessary or appropriate, either in person or telephonically, and at such times and places as the Committee shall determine. Meetings may be called by the Chair of the Committee and/or the Chairman of the Board and/or the Chief Executive Officer of the Company. The Committee may take action by written consent.

Reporting  

The Committee shall report its actions and recommendations to the Board after each Committee meeting.

Annual Review of Charter  

The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

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PRINCIPAL FUNCTIONS
 

The Committee shall:

(1)  

Establish a total compensation philosophy and policy which fairly rewards Company executives for performance benefiting the shareholders and which effectively attracts and retains the executive resources necessary to successfully lead and manage the Company;

(2)  

Review and approve annually the compensation of the Chief Executive Officer pursuant to contractual agreements between the Chief Executive Officer and the Company;

(3)  

Review and approve annually the compensation of other executive officers pursuant to contractual agreements between the Company and such executive officers;

(4)  

Review, amend (if necessary), and approve the Chief Executive Officer's salary recommendations for the other executives;

(5)  

Approve and administer the Company's stock option plans;

(6)  

Review and approve executive employment agreements;

(7)  

Review, amend (if necessary), and approve the Chief Executive Officer's recommendations in connection with stock option grants;

(8)  

Periodically review and recommend to the full Board total compensation for each non-employee director and committees of the Board; and

(9)  

Prepare the Committee's annual report on executive compensation for inclusion in the Company's annual proxy statement and 10-K.

 
ENGAGEMENT OF ADVISORS
 

The Committee shall have the authority to retain and terminate any legal counsel, other experts and consultants. The Committee shall have the authority to approve fees and other retention terms.