Learning Tree International, Inc.

Compensation Committee Charter

March 1, 2004




The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Learning Tree will be responsible for overseeing and, as appropriate, determining the annual salaries and other compensation of the Executive Officers of Learning Tree, Learning Tree’s general employee compensation and other policies, providing assistance and recommendations with respect to the compensation policies and practices of Learning Tree, and assisting with the administration of Learning Tree's compensation plans. 


In particular, the Committee will:


·                     On an annual basis without the participation of the Chief Executive Officer, (i) review and approve the corporate goals and objectives with respect to compensation for the Chief Executive Officer, (ii) evaluate the Chief Executive Officer's performance in light of the established goals and objectives, and (iii) set the Chief Executive Officer's annual compensation, including salary, bonus, incentive and equity compensation. 

·                     On an annual basis, review and approve (i) the evaluation process and compensation structure for Learning Tree's other senior executives, and (ii) the Chief Executive Officer’s evaluation of the performance and his recommendations concerning the annual compensation, including salary, bonus, incentive and equity compensation, of other company officers.

·                     On an annual basis, and more frequently as matters are brought to the attention of the Committee, review and oversee Learning Tree's policies relating to the compensation of, and other matters relating to, its employees generally.

·                     As appropriate, approve the grants of stock options and other equity incentives to employees (under Learning Tree's option plans or otherwise), make recommendations to the Board with respect to incentive-compensation plans and equity-based plans and administer any incentive plans and bonus plans that include elected officers.

·                     Assist the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer, and oversee the development of executive succession plans.

·                     Produce an annual report on executive compensation for inclusion in Learning Tree's proxy statement.

Committee Composition


The Committee shall be comprised solely of “independent” directors in accordance with the rules of the SEC and NASDAQ.  For a director to be deemed “independent,” the Board must affirmatively determine the director has no material relationship with Learning Tree (either directly or as a partner, stockholder or officer of an organization that has a relationship with Learning Tree).  Independence” also requires a three-year cooling-off period for directors who are or were (or had a family member who is or was) an employee of Learning Tree, or of its independent auditors.  If future SEC or NASD rules require a more limited definition of “independent,” then this charter will be deemed amended when so required to conform with any additional limitations.  The Committee's chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.


Policies and Procedures


In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible in order to be able to best react to changing conditions, and to help ensure that the corporate accounting and reporting practices of Learning Tree meet or exceed all applicable legal and business standards.  However, the Committee will:


·                     Investigate any matter brought to its attention within the scope of its duties.

·                     Obtain the approval of this Charter from the Board and review and reassess this Charter at least annually or as conditions dictate. 

·                     Meet in an executive session at least annually near the end of Learning Tree’s fiscal year, and more frequently as circumstances dictate.

·                     Be governed by majority vote of its members.

·                     Report the results of and any recommendations from each Committee meeting to the Board and participate in an annual performance evaluation of the Committee.

The Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting and other advisors such as consultants and shall determine the extent of funding necessary for the payment of compensation to such persons.


Approved by the Board and the Committee as of March 1, 2004.





Chairman, Compensation Committee                                             Chairman of the Board of Directors