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Corporate Governance

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Compensation Committee Charter

Purpose

The functions of the Compensation Committee include development of compensation strategy and review of the compensation and performance of all Section 16 officers of the Company including the CEO, review and approval of criteria for the granting of bonuses, and other Section 16 officer and director compensation arrangements.

Organization

The Company's Board of Directors shall annually select three or more of its members, all of whom satisfy the definition of "independent" under NASDAQ Rules and rules promulgated under the Securities Exchange Act of 1934, to serve as members of the Compensation Committee. All Committee members shall also be "non-employee directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and "outside directors" as defined by Section 162(m) of the Internal Revenue Code. Each member will serve at the pleasure of the Board of Directors and for such term or terms as the Board shall determine. The Chairman shall be elected by majority vote of the Committee at its first meeting after the Board has selected the committee members.

Meetings

The Committee will meet as often as its members deem necessary to perform the Committee's responsibilities but not less than three times annually, and shall also meet in executive session without presence of management as often as it deems necessary. The agenda of each meeting will be prepared by the Chair of the Committee and, whenever reasonably practicable, circulated to each member prior to the meeting date.

Specific Grant of Authority and Responsibilities Regarding Compensation

  • Review and approve overall compensation strategy for Section 16 officers including goals and objectives relevant to officer compensation and oversee regulatory compliance regarding compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve, as much as possible, tax deductibility, and, as required, establishing and reviewing performance goals.
  • Review and approve overall compensation policies and programs
  • Review with the CEO at least annually the performance of all Section 16 officers and report the Committee's findings and conclusions to the full Board. The Committee shall review with the CEO at least annually the type, level and amount of officer compensation and determine the compensation of all Section 16 officers in such amounts and levels as the Committee deems appropriate and consistent under the circumstances.
  • Specifically, the Committee shall review and approve, for each Section 16 officer of the Company:
    • annual base salary
    • annual and long-term incentives
    • employment agreements, severance arrangements, and change in control agreements, as and when appropriate
    • any special or supplemental benefits (perquisites)
  • Review the type, level, and amount of annual CEO compensation and determine the appropriate level of CEO compensation. The Committee is responsible for periodically reviewing the CEO's progress and performance not less than annually. The CEO shall not be present during any deliberations or voting with respect to his or her compensation.
  • The Committee will periodically report to the Board, not less than annually, on the CEO's performance and compensation and the compensation of the other Section 16 officers.
  • Review and approve all equity grants
  • Review and approve any stock bonuses, stock options, non-employee director stock grants, and other executive and director compensation.
  • Review and approve at least annually the type, amount, and level of Director compensation and ensure that the type, amount, and level of Director compensation is appropriate. The Committee will report its findings and conclusions to the Board.
  • Produce a Committee report on executive compensation as required by the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement and/or annual report on Form 10-K filed with the SEC.
  • Review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") required by the SEC and, based on such review and discussion, recommend to the Board that the CD&A be included in the Company's annual proxy statement and/or annual report on Form 10-K filed with SEC.
  • Annually review and evaluate risk associated with compensation practices, policies and programs applicable to employees to determine whether the risks arising from such practices, policies, and programs are appropriate or not reasonably likely to have a material adverse effect on the Company.
  • Review and access the adequacy of the Company's Change in Control agreements as needed. Propose changes to the agreements and the list of recipients of the agreements to the Board for approval.

Miscellaneous Authority and Responsibilities

  • The Committee shall review and assess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval. Ensure that the Committee charter is posted on the Company's investor website, and the posting and availability of printed copies to requesting shareholders is published in the Company's annual proxy statement.
  • The Committee shall perform such other duties and responsibilities, consistent with this Charter, the Company's by-laws and governing law as may be assigned to the Committee, from time to time, by the Board of the Company and/or the Chairman of the Board, as designated in plan documents or as the Committee may deem appropriate.
  • The Committee shall have the authority to retain and terminate executive compensation consultants and legal counsel, including the fees and other terms of their engagements, to include an evaluation and assessment of the Committee members' and Committee consultants' independence based on factors outlined and established by the SEC, NASDAQ, and federal and state law.

Procedural Matters

A majority, but not less than two Committee members, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members, but not less than three times per year. The Chairperson shall preside, when present, at all meetings of the Committee. The Committee will keep a record of its meetings and report on them to the Board of Directors. The Committee may meet by telephone or video conference and may take action by written consent.

The Secretary of the corporation will act as the Committee's secretary absent the designation of another individual by the Committee as its secretary for any particular meeting. The secretary will attend all meetings, keep minutes of the Committee's proceedings, advise members of the all meetings, arrange with the Committee Chairperson for preparation and distribution of Committee agenda and supporting materials for each meeting, and at the direction of the Chairperson, make logistical and other arrangements for each meeting, and carry out other functions as may be assigned from time to time by the Committee.