JLG INDUSTRIES, INC.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of JLG Industries, Inc. (the
"Company") is authorized, pursuant to Section 1731 of the
Pennsylvania Business Corporation Law and Section 21 of the Company's
Bylaws, to exercise all the powers and authority of the Company necessary
to carry out the purposes and responsibilities set forth herein.
The principal purposes of the Committee are:
- to discharge the Board's
responsibilities relating to compensation of the Company's directors
and officers; and
- to produce an annual report
on executive compensation for inclusion in the Company's proxy
statement in accordance with applicable rules and regulations.
III. Committee Membership
The Committee shall consist of no fewer than three members, each of
whom shall meet the independence requirements of the New York Stock
Exchange and such other independence requirements, if any, as may be
established by the Company's Corporate Governance Principles. The members
of the Committee shall be designated by the Board, on recommendation by
the Directors and Corporate Governance Committee, during the Board of
Directors' reorganizational meeting held in
November of each year. Each year during the first Committee meeting
following the reorganizational meeting of the
Board, the Committee shall select from its members a Chairman, who may be
the incumbent Chairman or another member of the Committee.
The Board shall have sole authority to appoint and remove members of
IV. Specific Authority and
1. The Committee shall annually review and approve corporate goals and
objectives relevant to the compensation of the Company's Chief Executive
Officer (the "CEO"), evaluate the CEO's performance in light of
those goals and objectives, and recommend to the Board the CEO's
compensation levels based on this evaluation.
2. The Committee shall annually review and make recommendations to the
Board with respect to the compensation of all other executive officers of
the Company, and any other employees of the Company whose base annual
salary exceeds $150,000. The executive officers and such other employees
are referred to herein, collectively, as "Executives."
3. The scope of the Committee's annual compensation review for the CEO
and for each of the Executives shall include (a) the annual base salary
level, (b) the annual incentive bonus opportunity, (c) the amount and
terms of equity incentive awards under the Company's Stock Incentive plan
or any other Share Based Plan pursuant to which equity incentive awards
are available to the CEO and the Executives, and (d) any special
supplemental benefits or perquisites.
4. The Committee shall review and approve all employment agreements, severance
agreements, and change in control agreements, in each case, as
applicable, for the CEO and each of the Executives.
5. The Committee shall prepare annually a report on executive
compensation to be included in the Company's proxy materials in
accordance with rules of the Securities and Exchange Commission and
administer the Company's compensation policies and programs in a manner
that will enable the Committee to prepare such reports.
6. The Committee shall administer the Company's Long-Term Incentive
Plan, and any other Share Based Plan pursuant to which equity incentive
awards are available to directors, officers, employees, consultants, and
advisors of the Company, in accordance with the terms of such plans.
7. The Committee shall, from time to time, as the Committee deems
appropriate, review the Company's overall compensation plans and
policies, including retirement, savings and profit sharing plans, to
assess their efficacy in enabling the Company to recruit and maintain
qualified executive and other personnel. To fulfill this responsibility,
the Committee shall endeavor to remain informed regarding industry
compensation practices, emerging trends in the area of executive
compensation, and significant legal and accounting considerations
relating to executive compensation.
8. The Committee, in conjunction with the Directors and Corporate
Governance Committee, shall consider the appropriate levels of director
compensation and an appropriate director compensation program and shall
make recommendations to the Board regarding the same.
9. The Committee shall review and assess this Charter and the
performance of this Committee annually to ensure that they are consistent
with the short-term and long-range goals of the Company and recommend any
proposed changes to the Board.
10. In carrying out its duties and responsibilities under this
Charter, the Committee shall have the sole authority to retain and
terminate any compensation consultant, including to approve
the consultant's fees and other retention terms, and shall have authority
to obtain the advice and assistance of internal or external legal,
accounting and other advisors.
V. Meetings and Minutes
The Committee shall hold meetings, in person or by telephone, at such
times and with such frequency as it deems necessary to carry out its
duties and responsibilities under this Charter, but in no event less than
twice per year. Special meetings of the Committee may be called by the
Chairman of the Board or the CEO of the Company or by the Chairman of the
Committee, with notice of any such special meeting to be given in
accordance with the Company's Bylaws. A majority of the members of the
Committee shall constitute a quorum for the transaction of business by
the Committee. At the discretion of the Committee, other members of the
Board and any officer or employee of the Company may be invited to attend
and participate in meetings of the Committee.
The Committee also may act by unanimous written consent in accordance
with the terms of the Company's Bylaws.
Minutes of each Committee meeting and records of all other Committee
actions shall be prepared by the Secretary of the Company or, if the
Secretary is not present at the meeting, any person appointed by the
Chairman of the Committee, and shall be retained with the permanent
records of the Company.
The Committee shall report to the Board, no later than the next
regular Board meeting, all decisions made and actions taken by the
VI. Adoption and Amendment
This Charter has been adopted by, and may be amended at any time or
from time to time, in whole or in part, solely by a resolution adopted by