COMPENSATION COMMITTEE CHARTER

Purpose

The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Global Power Equipment Group Inc., a Delaware corporation (the "Company"), shall be to assist the Board in the discharge of its responsibilities relating to executive compensation, to administer the stock option plans adopted by the Company (the "Stock Option Plans"), to produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations and to perform such other functions as may be deemed necessary or convenient in the efficient and lawful discharge of the foregoing.

Composition and Independence

The Committee shall be comprised of a minimum of two (2) members of the Board, all of whom shall be (i) non-employee directors (within the meaning of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934) and (ii) independent directors as defined from time to time by the listing standards of the New York Stock Exchange. The members of the Committee will be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee. Members of the Committee may be removed by the Board in its discretion.

Authority and Responsibilities

The operation of the Committee shall be subject to the Amended and Restated By-laws of the Company, as in effect from time to time, and Section 141 of the Delaware General Corporation Law. The Committee shall have the full power and authority to carry out the following responsibilities:

  • To administer and grant stock options under the various incentive compensation and benefit plans, including the Stock Option Plans.
  • To propose the adoption, amendment and termination of stock option plans, stock appreciation rights plans, pension and profit sharing plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans and other similar programs ("Compensation Plans").
  • To advise and consult with the Board and management of the Company to establish policies, practices and procedures relating to the Stock Option Plans and Compensation Plans and, as may be required under applicable law, administer any such plans.
  • To review and approve on an annual basis corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company, evaluate the Chief Executive Officer's performance in light of those goals and objectives and have sole authority to determine the Chief Executive Officer's compensation levels based on this evaluation. In determining the long-term incentive component of compensation of the Chief Executive Officer, the Committee will consider, among other factors, the Company's performance, including the level of achievement of quantitative objectives and relative stockholder return, the value of similar incentive awards to chief executive officers at other comparable companies and the awards given to the Chief Executive Officer in past years.
  • To review and approve on an annual basis the compensation for executive officers of the Company and its subsidiaries, including, but not limited to, annual salary, bonus or incentive compensation plans, stock options, and other direct or indirect benefits, and to take any and all actions which may be taken by the Board with respect to fixing the compensation level of executive officers and employees of the Company, including but not limited to the development of compensation policies that will attract and retain the highest quality executives, that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for the Company's progress.
  • To review and recommend to the Board, or approve, any contracts or other transactions with current or former executive officers of the Company, including consulting arrangements, employment agreements, and severance or termination arrangements.
  • Review on a periodic basis the operation of the Company's executive compensation policies to determine whether they are properly coordinated and to establish and periodically review policies for the administration of executive compensation programs.
  • Review on a periodic basis and make recommendations to the Board with respect to the compensation of outside directors.
  • To retain and terminate any compensation consultant to be used to assist the Committee in the evaluation of director, Chief Executive Officer or executive compensation as it may deem appropriate in its discretion. The Committee shall have the sole authority to approve the consultant's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  • To delegate its authority (but not greater than the Committee's authority) to a subcommittee or subcommittees.
  • To grant rights, participation and interests in Compensation Plans to eligible participants.
  • To review and approve such other compensation matters as the Board, the Chairman of the Board, or the Chief Executive Officer of the Company wishes to have the Compensation Committee approve.
  • To prepare a report on executive compensation to be included in the Company's proxy or information statement in accordance with the applicable rules and regulations of the Securities and Exchange Commission.
  • To perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing responsibilities and as may be expressly delegated by the Board from time to time.

Meetings

The Committee will hold at least 3 regular meetings each year and as many more as the Committee may deem appropriate. The President and Chief Executive Officer of the Company and the Chairman of the Board, any other invited employees and outside advisors, may attend any meeting of the Committee, except for portions of the meetings where his, her or their presence would be inappropriate, as determined by the Committee Chairperson.

Minutes And Reports

Minutes of each meeting of the Committee shall be kept and filed with the minutes of the meetings of the Board of Directors, and shall be distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. Following a formal meeting of the Committee, the Committee shall report to the Board at its next regularly scheduled meeting, or whenever so requested by the Board.

Reviews

The Committee shall review this Charter for adequacy from time to time and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance with the oversight of the Nominating and Corporate Governance Committee.

Approved July 24, 2003