Compensation Committee Charter
The purpose of the Compensation Committee (the
"Committee") shall be as follows:
- To discharge the responsibilities of the Board
of Directors relating to the Company's compensation programs and
compensation of the Company's executives; and
- To produce an annual report on executive
compensation for inclusion in the Company's annual proxy statement in
accordance with applicable rules and regulations of the NASDAQ Stock
Market, Securities and Exchange Commission (the "SEC"), and
other regulatory bodies.
The Committee shall consist of two or more
members of the Board of Directors, each of whom is determined by the Board of
Directors to be "independent" under the rules of the NASDAQ Stock
Market and the Sarbanes-Oxley Act.
Appointment and Removal
The members of the Committee shall be appointed
by the Board of Directors and shall serve until such member's successor is duly
elected and qualified or until such member's earlier resignation or removal.
The members of the Committee may be removed with cause by a majority vote of
the Board of Directors, and without cause by a majority vote of the independent
A Chairman shall be elected by the full Board of
Directors and approved by a majority of the independent directors. The Chairman
will chair all regular sessions of the Committee and set the agendas for
The Committee shall meet as frequently as
circumstances dictate. The Chairman of the Board or any member of the Committee
may call meetings of the Committee.
As part of its review and establishment of the
performance criteria and compensation of designated key executives, the
Committee should meet separately at least on an annual basis with the CEO and
any other corporate officers as it deems appropriate. However, the Committee
should also meet from time to time without such officers present, and in all
cases, such officers shall not be present at meetings at which their
performance and compensation are being discussed and determined. All meetings
of the Committee may be held telephonically.
All independent directors who are not members of
the committee may attend meetings of the Committee, but may not vote. In addition,
the Committee may invite to its meetings any director, member of management of
the Company, and such other persons as it deems appropriate in order to carry
out its responsibilities. The Committee may also exclude from its meetings any
persons it deems appropriate in order to carry out its responsibilities.
Duties and Responsibilities
The Committee shall carry out the duties and
responsibilities set forth below. These functions should serve as a guide with
the understanding that the Committee may determine to carry out additional
functions and adopt additional policies and procedures as may be appropriate in
light of changing business, legislative, regulatory, legal, or other
conditions. The Committee shall also carry out any other responsibilities and duties
delegated to it by the Board of Directors from time to time related to the
purposes of the Committee outlined in this Charter.
In discharging its oversight role, the Committee
is empowered to study or investigate any matter of interest or concern that the
Committee deems appropriate and shall have the sole authority to retain,
without seeking Board approval outside counsel or other experts for this
purpose, including the authority to approve the fees payable to such counsel or
experts and any other terms of retention.
Setting Compensation for Executive Officers and
- Establish and review the overall compensation
philosophy of the Company.
- Review and approve the Company's corporate goals
and objectives relevant to CEO and other executive officers' compensation,
including annual performance objectives.
- Evaluate the performance of the CEO and other
executive officers in light of those goals and objectives and, based on
such evaluation, review and approve the annual salary, bonus, stock
options, and other benefits, direct and indirect, of the CEO and other
- In determining the long-term incentive component
of compensation for the CEO and other executive officers, the Committee
should consider the Company's performance and relative shareholder return,
the value of similar incentive awards to CEOs and other executive officers
at comparable companies, and the awards given to the Company's CEO and
other executive officers in past years. The Committee is not precluded
from approving awards (with the ratification of the Board of Directors) as
may be required to comply with applicable tax laws, such as Rule 162(m).
- In connection with executive compensation
- Review and recommend to the full Board of
Directors, or approve, new executive compensation programs;
- Review on a periodic basis the operations of
the Company's executive compensation programs to determine whether they
are properly coordinated and achieving their intended purposes;
- Establish and periodically review policies for
the administration of executive compensation programs; and
- Take steps to modify any executive compensation
program that yields payments and benefits that are not reasonably related
to executive and corporate performance, provided, however that such steps
taken by the Committee would not cause the
Company to be in breach of any existing, properly approved contractual
- Establish and periodically review policies in
the area of senior management perquisites.
- Consider policies and procedures pertaining to
expense accounts of senior executives.
- Review and recommend to the full Board of
Directors compensation of directors as well as director's and officer's
indemnification and insurance matters.
- Review and make recommendations to the full
Board of Directors, or approve, any contracts or other transactions with
current or former executive officers of the Company, including consulting
arrangements, employment contracts, change-in-control, severance, or
termination arrangements, and loans to employees made or guaranteed by the
Monitoring Incentive and Equity-Based
- Review and make recommendations to the Board of
Directors with respect to the Company's incentive-compensation plans and
equity-based plans, and review the activities of the individuals
responsible for administering those plans.
- Review and approve all equity compensation plans of the
Company that are not otherwise subject to the approval of the Company's
- Review and make recommendations to the full Board of
Directors, or approve, all awards of shares or
share options pursuant to the Company's equity-based plans.
- Monitor compliance by executives with the rules and
guidelines of the Company's equity-based plans.
- Review and monitor employee pension, profit sharing,
and benefit plans.
- Select, retain, and/or replace, as needed, compensation
and benefits consultants and other outside consultants to provide
independent advice to the Committee. In that connection, in the event the
Committee retains a compensation consultant, the Committee shall have the
sole authority to approve such consultant's fees and other retention
- Prepare an annual report on executive compensation for
inclusion in the Company's proxy statement in accordance with applicable
rules and regulations of the NASDAQ, SEC, and other applicable regulatory
- Report regularly to the Board of Directors with respect
to matters that are relevant to the Committee's discharge of its
responsibilities and with respect to such recommendations as the Committee
may deem appropriate. The report to the Board of Directors may take the
form of an oral report by the Chairman or any other member of the
Committee designated by the Committee to make such report.
- Maintain minutes or other records of meetings and
activities of the Committee.