RightNow Investor Relations

Corporate Governance

 

Charter of the Compensation Committee
of the Board of Directors of
RightNow Technologies, Inc.



Adopted as of April 20, 2004

 

  1. Purposes.

    The primary purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of RightNow Technologies, Inc. (the "Company") are to (a) evaluate officer and director compensation policies, goals, plans and programs; (b) determine the cash and non-cash compensation of the Company's directors and "executive officers" as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) review, and make recommendations to the Board with respect to the administration of, the Company's equity-based and other incentive compensation plans; (d) evaluate the performance of the Company's executive officers; (e) assist the Board in evaluating potential candidates for executive officer positions with the Company and oversee management succession planning; and (f) produce the Committee report required by the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and other regulatory bodies for inclusion in the Company's annual proxy statements.
  2. Composition.
    1. At Least Three Members; Chairperson. The Committee shall consist of a minimum of three independent directors as defined in Section 2(b) below. The Board shall designate a Committee member as the Chairperson of the Committee, or if the Board does not do so, the Committee members shall appoint a Committee member as Chairperson by a majority vote of the authorized number of Committee members.
    2. Independence. All members of the Committee shall be "independent" as determined by the Board and as defined in the listing standards of the Nasdaq Stock Market or such other national securities exchange on which the Company's securities are then listed, as the same may be amended from time to time (the "listing standards"), the rules and regulations of the SEC and any other laws applicable to the Company. In addition, all Committee members shall qualify as "non-employee directors" within the meaning of SEC Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, amended, and as "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or such successive provisions.
    3. Appointment. Subject to the requirements of the listing standards and the Bylaws of the Company, the Board initially shall appoint the Committee members to serve until the first meeting of the Board following the next Annual Meeting of Stockholders. Thereafter, the Committee members shall be appointed by the Board, upon recommendation of the Nomination Committee of the Board, for one year terms and until their successors are appointed and qualified, or until their earlier retirement, resignation or removal. Any member of the Committee may be removed, with or without cause, by the approval of a majority of the independent directors then serving on the full Board. The Board may fill any vacancies on the Committee by a majority vote of the authorized number of directors.
  3. Meetings; Reports and Resources of the Committee.
    1. Meetings. The Committee shall meet as often as it determines necessary or advisable, but not less than once a year. The Committee also may hold special meetings or act by unanimous written consent as the Committee may decide. The meetings may be in person or by telephone. The Committee shall keep written minutes of its meetings and shall deliver a copy of such minutes to the Board and to the Corporate Secretary of the Company for inclusion in the Company's minute books. When necessary, the Committee shall meet in separate executive sessions outside of the presence of any executive officer. The Committee also may meet separately with other directors, the Chief Executive Officer and other Company employees, agents or representatives invited by the Committee. The forgoing notwithstanding, neither the Chief Executive Officer nor any non-independent director is permitted to be present at any meetings during which the Committee is discussing, deliberating, evaluating, establishing corporate policies, goals and objectives with respect to, reporting on, or voting on the Chief Executive Officer's performance or compensation.
    2. Procedures. The Committee may establish its own procedures in a manner not inconsistent with this Charter, the Company's Bylaws, applicable laws or regulations, or the listing standards. The Chairperson of the Committee or a majority of the Committee members may call meetings of the Committee. A majority of the authorized number of Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the Committee members present at the meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is required by this Charter, the Company's Bylaws, applicable laws or regulations, or the listing standards. The Committee may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee consists solely of at least two independent members of the Committee.
    3. Reports. The Committee shall report its actions and recommendations to the Board after each Committee meeting. The Committee also shall provide to the Board at an appropriate time prior to preparation of the Company's proxy statement for its Annual Meeting of Stockholders, a report of the Committee, which report shall be included in such proxy statement. The report shall include a discussion of the Committee's compensation policies applicable to the Company's executive officers and such other information as may be required under the SEC's rules and regulations.
    4. Committee Access and Resources. The Committee is at all times authorized to have direct, independent and confidential access to the Company's other directors, management and personnel, as well as to the Company's books, records and facilities, to carry out the Committee's purposes. The Committee shall have the sole authority, to the extent it deems necessary or appropriate, to retain and terminate at the Company's expense any compensation-consulting firm to assist in evaluating director, Chief Executive Officer or other executive officer compensation, and any independent counsel or other advisers selected by the Committee for matters related to the Committee's purposes. The Committee shall have sole authority to approve related fees and retention terms.
  4. Authority and Responsibility.

    In furtherance of its purposes, the Committee shall have the following authority and responsibilities:
    1. Compensation Goals. To establish, review and approve the overall corporate policies, goals and objectives for the compensation of the Company's Chief Executive Officer and other executive officers, including a review of the relationship of executive compensation to corporate performance and relative stockholder return, and, additionally in the case of the Company's Chief Executive Officer, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Company's Chief Executive Officer in past years, and such other factors as the Committee shall deem relevant, except to the extent already addressed in any existing officer contracts.
    2. Determination of Compensation. At least annually, evaluate the performance of the Chief Executive Officer and other executive officers in light of the corporate goals and objectives. Determine and approve the compensation of the Chief Executive Officer and make a recommendation to the Board regarding the compensation of other executive officers, including individual elements of salary, bonus, incentive and equity compensation. The Committee may consult with the Chief Executive Officer in determining the executive compensation for any executive officer other than the Chief Executive Officer. The Committee may review and make recommendations with respect to stockholder proposals related to compensation matters.
    3. Officer Contracts. Review, approve and evaluate annual compliance with all employment agreements, separation and severance agreements, change in control agreements and other compensatory contracts, arrangement, prerequisites and payments for the executive officers and ensure such agreements are consistent with the Company's general compensation goals.
    4. Director Compensation. Establish, review and approve director compensation and benefits, including retainers, meeting fees, committee fees, equity-based plans and other similar components of director compensation and benefits, based on reviews of director compensation and benefits at comparable companies. The Committee also may take into account the appearance that the director's independence is adversely affected if director compensation and benefits exceed customary levels.
    5. Succession Planning. Review and assist the Board in developing succession plans for the executive officers and other appropriate management personnel. The Committee also shall assist the Board in evaluating potential candidates for executive officers of the Company.
    6. Equity Plan Awards. Assist the Board in the administration of the Company's stock option plans and any equity-based or incentive compensation plans of the Company with respect to non-executive employees. Solely and exclusively make and approve stock option grants and other discretionary awards (including restrictions on or amendments to such grants or awards) under such plans, and administer such plans, with respect to directors and executive officers. The Committee also shall consider adopting guidelines for ranges of option grants or other discretionary awards to the Company's employees.
    7. Evaluate Equity-Based and Other Incentive Compensation Plans. Periodically review and make recommendations to the Board (and, where required by the listing standards or where the Committee otherwise deems it appropriate, to the Company's stockholders) concerning the Company's equity-based and other incentive compensation plans (as the term "plan" is defined in Item 402(a)(7) of SEC Regulation S-K), including such matters as amendments to, terminations of, and changes in the number of shares reserved for issuance under, such plans. The Committee also shall review and recommend to the Board for approval new executive compensation programs or plans (to the extent that the Committee believes that new programs or plans are appropriate or desirable). The Committee may periodically review and approve stock ownership guidelines for the Chief Executive Officer and other executive officers.
    8. Annual Self-Evaluation. Annually evaluate its own performance as a committee, including its effectiveness and compliance with its Charter, and report to the Board the results of such evaluation and any recommended changes. Review and reassess, at least annually, the adequacy of this Charter and submit any recommended changes to the Board for its consideration..
    9. Other Functions. Perform any other activities, consistent with this Charter, the Company's Bylaws and applicable listing standards and laws, as the Committee or the Board deems necessary or appropriate.