Corporate Governance: Board Committee Charters:
Compensation Committee Charter
The Compensation Committee (the "Committee") shall
be appointed by the Board of Directors (the "Board") of The Gymboree Corporation (the "Company") in the
discharge of its fiduciary responsibilities relating to the fair and
competitive compensation of executives, employees, and directors who are
not employees of the Company, and, in connection with the Company's
retirement, welfare and other benefit plans. The Committee shall have all
authority necessary to fulfill the duties and responsibilities assigned to
the Committee in this Charter or otherwise assigned to it by the Board.
Composition and Delegation
Committee shall be comprised of at least two members. Each member of the Committee
shall (i) meet the independence requirements
established by the Board and any other laws, regulations and listing
requirements applicable to the Committee from time to time, (ii) be a
"non-employee director" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, and (iii) be an
"outside director" within the meaning of Section 162(m) of the
Internal Revenue Code, as amended. Members of the Committee shall be
appointed annually by the Board at its annual meeting or as necessary to
fill vacancies in the interim. The Board shall designate one of the
Committee members as Chairperson. The Board may remove a member from the
Committee at any time with or without cause. The Committee shall have the
authority to retain outside third parties, including, but not limited to,
legal counsel, accountants and consultants, as it deems appropriate, to
assist in fulfilling its responsibilities. The Committee may delegate
certain of its responsibilities, as it deems appropriate, to other
committees or to Company officers.
Duties and Responsibilities
Establish, administer and review the Company's total
compensation and benefits policies and programs for executives, employees,
and directors who are not employees of the Company.
Administer the Company's incentive plans and other
stock or stock-based plans.
Specify terms of delegation of authority to approve
stock option grants and other stock or stock-based awards, if and as it
Provide oversight regarding the Company's benefit
plans, policies, and arrangements on an as-needed basis.
Consult periodically with the Chief Executive Officer
and any other applicable officer, regarding compensation and benefits
matters deemed appropriate by them or the members of the Committee.
Identify the performance measures to be used in
executive and management incentive plans, and the levels of performance for
which incentive compensation is paid.
Review and approve corporate goals and objectives
relevant to the Chief Executive Officer's compensation, evaluate the Chief
Executive Officer's performance in light of those goals and objectives, and
set the Chief Executive Officer's compensation, including salary, bonus,
long-term incentives, benefits and perquisites, based on this evaluation.
In determining the long-term incentive component of Chief Executive Officer
compensation, the Committee shall consider the
Company's performance and relative stockholder return, the value of similar
incentive awards to chief executive officers at comparable companies, and
the awards given to the Chief Executive Officer in past years.
Review and approve at least annually all components of
compensation for the Company's other executive officers..
Perform such other duties as assigned to the Committee
by the Board.
Provide the report of the Committee required in the
Company's annual proxy statement reporting on the discharge of Committee
11. Review and assess the adequacy of this Charter
annually and recommend any appropriate changes to the Charter to the Board.
Recommend to the Board for its approval all (a)
Internal Revenue Service tax-qualified retirement plans and all plan
amendments that are non-administrative in nature and (b) nonqualified
benefit plans and all plan amendments that are non-administrative,
the designation of the trustee and the execution of
trust agreements for any such plan or plans;
the termination, merger or consolidation of any such
plan or plans; and
the extension of plan participation to employees of
affiliates or subsidiaries
Periodically review plan administration, participation
and regulatory compliance of nonqualified plans.
Review management's recommendations for other nonexecutive corporate incentive plans and annually
review plan goals and results.
Report to the Board on any significant matters arising
from the Committee's work, including awards for top executives and special
executive employment, compensation and retirement arrangements.
Recommend to the Board for its approval and, where
appropriate submission to the Company's shareholders, incentive
compensation plans and equity-based plans.
accordance with the applicable provisions of the Company's By-Laws, as amended
from time to time, the Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board as
the Committee considers appropriate.
minutes of all meetings shall be maintained and furnished to the
Chairperson of the Committee, which minutes shall be retained by the
Secretary of the Company.
Committee shall obtain or perform an annual evaluation of the Committee's
performance and make applicable recommendations.