ESCALA GROUP, INC.
Compensation Committee Charter
The Compensation Committee's role is to discharge the Board's responsibilities
relating to compensation of the Company's executives, to produce an annual
report on executive compensation for inclusion in the Company's proxy statement,
and to oversee and advise the Board on the adoption of policies that govern the
Company's compensation programs, including stock and benefit plans.
The membership of the Committee consists of at least three directors, at least
two of whom is to be free of any relationship that, in the opinion of the Board,
would interfere with his or her exercise of independent judgment. Applicable
laws and regulations will be followed in evaluating a member's independence. The
Board appoints the chairperson. Each member of the Committee shall have
experience in general management, law, finance and knowledge of the Company.
The Committee meets at two times a year. Additional meetings may occur as the
Committee or its chair deems advisable. The Committee will cause to be kept
adequate minutes of all its proceedings, and will report its actions to the next
meeting of the Board. Committee members will be furnished with copies of the
minutes of each meeting and any action taken by unanimous consent. The
Compensation Committee is governed by the same rules regarding meetings
(including meetings by conference telephone or similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board. The Committee is authorized
to adopt its own rules of procedure not inconsistent with (a) any provision of
this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of
the state of Delaware.
The Committee will have the resources and authority necessary to discharge its
duties and responsibilities, including the authority to retain outside counsel
or other experts or consultants, as it deems appropriate. Any communications
between the Committee and legal counsel in the course of obtaining legal advice
will be considered privileged communications of the Company and the Committee
will take all necessary steps to preserve the privileged nature of those
The principal responsibilities and functions of the Compensation Committee
are as follows:
1. Review the competitiveness of the Company's executive compensation
programs to ensure (a) the attraction and retention of corporate officers,
(b) the motivation of corporate officers to achieve the Company's business
objectives, and (c) to align the interest of key leadership with the
long-term interests of the Company's shareholders.
2. Review trends in management compensation, oversee the development of new
compensation plans and, when necessary, approve the revision of existing
3. Review the performance of executive management.
4. Review and approve CEO goals and objectives, evaluate CEO performance in
light of these corporate objectives, and recommend to the Board for
approval CEO compensation levels consistent with company philosophy.
5. Recommend to the Board for approval the salaries, bonus and other
compensation for all executive officers of the Company (including the CEO
and new executive officers).
6. Recommend to the Board for approval termination packages for executive
officers (including the CEO).
7. Review and approve the awards made under any executive officer bonus plan,
and provide an appropriate report to the Board.
8. Review and approve all compensation to Board members and members of
Committees of the Board, with due regard to the motivation of directors,
the alignment of directors' interests with those of the shareholders and
practices at comparable companies.
9. Develop and oversee an overall evaluation process and compensation
structure for the Company at large with respect to senior officers;
oversee management's implementation of such process.
10. Review and discuss with the Board and executive officers plans for officer
development and corporate succession plans for the CEO and other executive
11. Produce an annual Report of the Compensation Committee on Executive
Compensation for the Company's annual proxy statement in compliance with
applicable Securities and Exchange Commission rules and regulations and
relevant listing authority.
12. Review and make recommendations concerning long-term incentive
compensation plans, including the use of stock options and other
equity-based plans for all directors and executive officers. The Committee
will act on behalf of the Board as the "Committee" established to
administer equity-based and employee benefit plans to directors and
executive officers, and as such will discharge any responsibilities
imposed on the Committee under those plans, including making and
authorizing grants, in accordance with the terms of those plans (it being
understood that the "Stock Option Committee" will serve such function with
respect to all other employees of and consultants to the Company).
13. Annually evaluate the Committee's performance and this Charter.