RightNow Investor Relations
of the Compensation Committee
of the Board of Directors of
RightNow Technologies, Inc.
Adopted as of April 20, 2004
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
- 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.
- 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.
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.
- Meetings; Reports
and Resources of the Committee.
- 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.
- 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
- 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.
- 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.
- Authority and
In furtherance of its purposes, the Committee shall have the following
authority and responsibilities:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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..
- 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.