Charter for the
of the Board of Directors
(As Adopted by the Board of Directors on February 9, 2004)
The primary purpose of the Compensation Committee established pursuant to this charter will be to attract and retain individuals of high caliber to serve as executive officers of the Company, to motivate their performance in the achievement of the Company’s strategic objectives and to align the interests of executive officers with the long-term interest of stockholders by optimizing stockholder value in a rapidly changing health care market environment. The Compensation Committee has primary responsibility for ensuring that compensation and benefits policies and programs for senior management and the Board comply with applicable law and stock listing requirements, and are devised and maintained to provide and retain for the Company a high level of corporate governance competence. This Charter is designed to achieve these objectives.
Membership and Power to Act
The Compensation Committee will be comprised of at least two members of the Board of Directors. Such members will be elected by and serve at the pleasure of the Board. As long as the Company is a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no member of the Committee will be an employee (including a current officer) or a former officer of the Company, and each member shall qualify as (i) a “Non-Employee Director” under Rule 16b-3(b)(3)(i) promulgated under the Exchange Act, (ii) as an “outside director” under the rules promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and, if applicable, (iii) as an independent director as defined in Nasdaq Rule 4200(a)(15).
The Committee shall exercise its powers in accordance with the Company’s bylaws and applicable law, provided that no action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two members of the Committee.
The Compensation Committee will meet from time to time to perform its duties hereunder.
Authority and Responsibilities
1. To establish and review at least annually the Company’s general compensation policies applicable to the Company’s Chief Executive Officer and other executive officers, including the relationship of the Company’s and the executive officers’ performance to executive compensation generally, and the Chief Executive Officer’s compensation in particular, and the bases for the Chief Executive Officer’s compensation;
The Compensation Committee will record its minutes, resolutions and recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors. The Compensation Committee will produce and provide to the Board an annual report of the compensation committee on executive compensation for inclusion in the Company’s annual proxy statement in accordance with applicable SEC rules and regulations.