The Compensation Committee (the “Committee”) is appointed by the Board
of Directors (the “Board”) of Administaff, Inc. (the “Company”) to (1)
oversee and administer the Company’s compensation policies, plans and practices;
and (2) to prepare the annual report required by the rules of the
Securities and Exchange Commission on executive compensation for inclusion
in the Company’s annual proxy statement.
shall consist of a number of directors fixed from time to time by the Board
of Directors, not less than two. The members of the Committee shall be
appointed and may be removed by the Board in its discretion upon the
recommendation of the Nominating and Corporate Governance Committee. The
Committee shall comply with the independence requirements of The New York
Stock Exchange. In addition, it is expected that each member shall be (a) a
“non-employee director” within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, and (b) an “outside director” within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
The Committee shall meet
as often as its members shall determine to be necessary, or as meetings may
be called by the Chair of the Committee, any two members of the Committee
or the Chairman of the Board, but in any event shall meet at least four
times each year. The Committee may invite members of management or others
to attend meetings and/or to furnish pertinent information. The Committee
shall also meet in executive session as required. The Board shall appoint
one member of the Committee as Chair. The Chair of the Committee shall be
responsible for scheduling all meetings of the Committee, determining the
agenda for each meeting (following consultation with other members of the
Committee and with management), presiding over meetings of the Committee
and coordinating reporting to the Board. In the absence of the Chair, the
majority of the members of the Committee present at a meeting shall appoint
a member to preside at the meeting.
The Committee shall make
regular reports to the Board, and all actions of the Committee shall be
reported to the Board at the next regular meeting of the Board.
The Committee may form
and delegate authority to subcommittees as it deems appropriate.
1. Establish a
compensation policy that is designed to attract and retain key executives
responsible for the success of the Company and motivate senior management
to enhance long-term stockholder value.
2. Establish bonus
policies and other forms of compensation or benefits for all employees of
3. Review and approve
the corporate goals and objectives relevant to compensation of the chief
executive officer and senior management (direct reports to the chief
executive officer) of the Company.
4. Evaluate at least
once a year the chief executive officer’s performance in light of those
goals and objectives and, either as a Committee or together with the other
independent directors (as directed by the Board), determine and approve the
compensation of the chief executive officer.
5. Annually review the
performance of other senior management of the Company and recommend to the
Board for approval the compensation for such individuals. For the purposes
of this charter, “compensation” for the chief executive officer and other
senior management of the Company shall include: (a) annual base salary, (b)
bonus, (c) long-term incentive compensation, (d) equity-based compensation,
(e) employment agreements and extensions thereto, severance arrangements
and change in control agreements or provisions, (f) any special or
supplemental benefits, including management perquisites, and (g) all other
forms of compensation.
6. In determining the
long-term incentive component of the compensation of the chief executive
officer and other senior management, the Committee will consider the
Company’s performance and relative shareholder return, the value of similar
incentive awards to chief executive officers and senior management at
comparable companies, and the awards given to the chief executive officer
and senior management in past years.
7. Review, approve and
recommend to the Board all incentive-compensation plans and equity-based
plans of the Company.
8. Review and determine
the awards for all employees eligible to participate in the Company’s
equity-based incentive plans, except to the extent the Board delegates
responsibility for the review and determination of awards for employees
other than senior management of the Company to the chief executive officer.
9. Review new executive
compensation programs; review on a periodic basis the operation of the
Company’s executive compensation programs to determine whether they are
properly coordinated; establish and periodically review policies for the
administration of executive compensation programs; and take steps to modify
any executive compensation programs that yield payments and benefits that
are not reasonably related to executive performance.
10. Establish and
periodically review policies in the area of management perquisites.
11. Review from time to
time and make recommendations to the Board with respect to the compensation
and benefits of non-employee directors of the Company, including
incentive-compensation plans and equity-based plans.
12. Have oversight of
any Company stock ownership guidelines for the directors, the chief
executive officer and senior management of the Company.
13. Issue an annual
compensation committee report on executive compensation as required by the
rules of the Securities and Exchange Commission for inclusion in the
Company’s annual proxy statement.
14. Annually review and
report to the Board on the succession planning with respect to the chief
executive officer, and recommend to the Board a successor to the chief
executive officer when a vacancy occurs through retirement or otherwise,
including emergency procedures for succession in the event of unexpected
death, disability, or departure of the chief executive officer.
15. Review and report to
the Board on succession planning with respect to other members of the
senior management team and other proposed changes involving senior
16. Report regularly to
17. Perform such duties
as may, from time to time, be delegated to the Committee under the
compensation and benefit plans of the Company or its subsidiaries.
18. Exercise such other
duties and responsibilities as may be assigned by the Board from time to
In carrying out these
duties and responsibilities, the Committee shall:
- Take into account various
qualitative and quantitative indicators of corporate and individual
- Seek to set salaries
comparable to peer group companies, considered to be certain companies
in the service industry and in the same revenue category as the
- In evaluating the
performance of management, take into consideration such factors as
revenue growth, acquisitions, achievement of expansion goals and profitability.
- Recognize performance and
achievements that are more difficult to quantify, such as the
successful supervision of major corporate projects, demonstrated
leadership ability, and contributions to the industry and the
In exercising its
authority, duties and responsibilities under this Charter, the Committee
shall have and may exercise all the powers and authority of the Board. The
Committee shall have the sole authority to retain and terminate any
compensation consultants retained to assist in the evaluation of director,
chief executive officer and senior management compensation, including the
sole authority to approve the consultant’s fees and other retention terms.
The Committee shall be assisted by the Company’s human resources, legal and
accounting staff and in addition, to the extent it deems necessary or
appropriate, the Committee may obtain assistance from such other persons,
who need not be employees of the Company, or organizations, with the
expenses incurred in their use to be paid by the Company. The foregoing
authority includes the authority to retain, terminate and obtain advice and
assistance from external legal, accounting or other advisors and
Annual Review of Charter
At least annually, the
Committee shall review and reassess the adequacy of this Charter. The
Committee shall report the results of the review to the Board of Directors,
and, if necessary, recommend that the Board of Directors amend this
Charter. The Committee shall annually review its own performance.
As adopted by the Board
of Directors on November 18, 2003.