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
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
- 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
- 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
- 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.
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 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.
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