Synagro Technologies, Inc.

Compensation Committee Charter



(Adopted as of December 1, 2005)


This charter governs the operations of the Compensation Committee (the “Committee”) of the Board of Directors of Synagro Technologies, Inc. (the “Company”).  The Committee shall consist of one or more members of the Board of Directors, each of whom shall be “independent” within the meaning of the applicable listing rules of The Nasdaq Stock Market, Inc., Archipelago Exchange (ArcaEx), and other applicable law (including, without limitation, the rules of the SEC, 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).  The number of Committee members may be increased or decreased from time to time by resolution of the Board of Directors.

Committee members shall be appointed by the Board and shall hold their offices until their successors are appointed and qualified, or until their earlier resignation or removal.  Any member of the Committee may be removed by resolution of the Board of Directors.  All vacancies in the Committee (by death, resignation, removal or otherwise) shall be filled by the Board.  The Board shall designate one of the members as Chairman of the Committee, and the Committee shall keep a separate book of minutes of its proceedings and actions. 

The Committee shall meet periodically, as deemed necessary by the Chairman of the Committee.  All meetings shall be at the call of the Chairman of the Committee.  A majority of the members of the Committee shall constitute a quorum for the transaction of business.  The Committee may act only upon approval of a majority of its members.  The action of the Committee at a meeting at which a quorum is present shall be the act of the Committee.  The Committee may act in writing by the unanimous consent of its members.

Except as otherwise provided herein, the Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.  The Committee shall periodically report on its activities to the Board and make such recommendations and findings as it deems appropriate.  The Committee members shall perform an annual evaluation of the Committee.  The Committee may, in its sole discretion and at the Company's expense, retain and terminate legal, accounting or other consultants or experts, including search firms, it deems necessary in the performance of its duties and without having to seek the approval of the Board.

Purpose and Responsibilities

            The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executives and to produce an annual report on executive compensation for inclusion in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”), in accordance with applicable rules and regulations.  The primary function of the Committee is to review the executive compensation program of the Company to ensure that it is adequate to attract, motivate and retain competent executive personnel and that it is directly and materially related to the short-term and long-term objectives of the Company and its stockholders as well as the operating performance of the Company.


  1. The Committee shall periodically review and approve the Company’s stated compensation strategy to ensure that management is rewarded appropriately for its contributions to Company growth and profitability and that the executive compensation strategy supports organization objectives and stockholder interests.
  2. The Committee shall, as appropriate, determine appropriate levels of executive compensation by periodically conducting a thorough competitive evaluation, reviewing proprietary and proxy information, and consulting with and receiving advice from an independent executive compensation consulting firm.
  3. The Committee shall review annually and approve the individual elements of total compensation for the Chief Executive Officer, executive officers and key employees of the Company. 
  4. The Committee shall be responsible for administration of executive compensation plans, stock option plans and other forms of direct or indirect compensation of executive officers and key employees, and each member of the Committee shall have the power and authority to execute and bind the Company to such documents, agreements and instruments related to such plans and compensation as are approved by the Compensation Committee.  In the alternative, the Compensation Committee may authorize any officer of the Company to execute such documents, agreements and instruments on behalf of the Company. In addition, the Compensation Committee shall review levels of pension benefits and insurance programs for executive officers and key employees.
  5. The Committee shall approve (or recommend to the full Board for approval), subject, where appropriate, to submission to stockholders, all new equity-based compensation programs.
  6. The Committee shall review and assess the adequacy of the Committee charter periodically.
  7. The Committee will perform such other functions as assigned by applicable law, the rules of The Nasdaq Stock Market, Inc., Archipelago Exchange (ArcaEx), the Company’s certificate of incorporation or By-laws, or the Board of Directors.



This Committee Charter is not intended to change or augment the obligations of the Company or its directors or management under the federal securities laws or to create new standards for determining whether directors or management have fulfilled their duties, including fiduciary duties under applicable law.