(As Adopted and Effective January 6, 2006)
The purpose of the Compensation Committee of the Board of Directors of Alico, Inc. (the "Company') shall be to:
provide oversight of the Company's compensation policies, plans and benefits programs;
assist the Board of Directors in discharging its responsibilities relating to (i) oversight of the compensation of the Company's Chief Executive Officer and other executive officers (including officers reporting under Section 16 of the Securities Exchange Act of 1934) and (ii) approving and evaluating the executive officer compensation plans, policies and programs of the Company; and
assist the Board of Directors in administering the Company's equity compensation plans.
The compensation programs for the Company's executive officers shall be designed to attract, motivate and retain talented executives responsible for the success of the Company and shall be determined within a competitive framework and based on the achievement of the Company's overall financial results, individual contributions and a measure of customer satisfaction.
In furtherance of these purposes, the Compensation Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
2. MEMBERSHIP AND ORGANIZATION
Composition. The Compensation Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Compensation Committee shall consist of no fewer than two members of the Board. The Board may designate one member of the Committee as its chair. Members of the Compensation Committee must meet the following criteria:
the independence requirements of the Nasdaq Stock Market, Inc.;
the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; and
the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended.
Meetings. It is anticipated that the Compensation Committee will meet at least four times each year and at such other times deemed necessary to fulfill its responsibilities.
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
Compensation. Members of the Compensation Committee shall receive such fees, if any, for their service as Compensation Committee members as may be determined by the Board of Directors in its sole discretion.
3. RESPONSIBILITIES AND DUTIES
The Compensation Committee shall annually review and approve for the CEO and the executive officers of the Company (a) the annual base salary, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) any employment agreement, severance arrangement, a change in control agreement/provision, (e) any signing bonus or payment of relocation costs, and (f) any other benefits, compensation or arrangements. An important objective of the Committee shall be to align the financial interests of executive officers with those of the Company's shareholders by providing significant including equity-based and or other compensation programs long-term incentives. The CEO may not be present during voting or deliberations with respect to his or her compensation.
Specifically with respect to the CEO, the Compensation Committee shall review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate his performance in light thereof, and consider identified and other factors related to the performance of the Company in determining a recommendation to the Board on the compensation level of the CEO.
The Compensation Committee shall make recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans, oversee the activities of the individuals and committees responsible for administering these plans, and discharge any responsibilities imposed on the Compensation Committee by any of these plans.
The Compensation Committee shall approve issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel non-qualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options.
The Compensation Committee shall approve issuances under, or any material amendment of, any stock option or similar plan pursuant to which a person not previously an employee of the Company, as an inducement material to the individual's entering into employment with the Company, will acquire stock or options.
The Compensation Committee shall provide oversight of the Company's overall compensation plans and benefits programs. The Compensation Committee shall also make recommendations to the Board of Directors with respect to improvements or changes to such plans or the adoption of new plans when appropriate.
The Compensation Committee shall evaluate on a periodic basis the competitiveness of (i) the compensation of the CEO and the executive officers of the Company and (ii) the Company's overall compensation plans.
The Compensation Committee may form and delegate authority to subcommittees when appropriate.
The Compensation Committee shall make regular reports to the Board.
The Compensation Committee shall review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
The Compensation Committee shall produce a report on executive compensation for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission and any other applicable rules and regulations.
The Compensation Committee shall perform such other duties as the Board may direct from time to time.
4. RESOURCES AND AUTHORITY
The Compensation Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special or independent counsel, accountants or other experts or advisors, as it deems necessary or appropriate, without seeking approval of the Board of Directors or management. With respect to compensation consultants retained to assist in the evaluation of director, CEO or executive officer compensation, this authority shall be vested solely in the Compensation Committee.
** *** **