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.