A.
Purpose
The
purpose of the Compensation Committee is to assist the Board
of Directors in the discharge of its responsibilities relating
to compensation of the Company's executive officers.
The
Company is currently traded on the Nasdaq SmallCap Market
and is a Small Business Issuer with respect to its filings
under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
Accordingly, the Company may not be required to meet
all of the provisions set froth in this Compensation Committee
Charter. Unless otherwise
determined by the Company's Board of Directors, however, the
Compensation Committee shall comply with all of the provisions
set forth in this Compensation Committee Charter.
The Company shall comply with the comparable Regulation
S-B provision where a Regulation S-K provision is referenced.
If there is no comparable Regulation S-B provision,
the Company need not comply.
B.
Structure
and Membership
1.
Number. The Compensation Committee shall consist of
at least three members of the Board of Directors.
2.
Independence. Except as otherwise permitted by the applicable
NASDAQ rules, each member of the Compensation Committee shall
be an "independent director" as defined by the applicable
NASDAQ rules.
3.
Chair. Unless the Board of Directors elects a Chair
of the Compensation Committee, the Compensation Committee
shall elect a Chair by majority vote.
4.
Compensation. The compensation of Compensation Committee members
shall be as determined by the Board of Directors.
5.
Selection
and Removal. Members
of the Compensation Committee shall be appointed by the Board
of Directors, upon the recommendation of the Nominating Committee.
The Board of Directors may remove members of the Compensation
Committee from such committee, with or without cause.
C.
Authority
and Responsibilities
General
The
Compensation Committee shall discharge its responsibilities,
and shall assess the information provided by the Company's
management, in accordance with its business judgment.
Compensation
Matters
1.
Executive
Officer Compensation.
The Compensation Committee, or a majority of the independent
directors of the Board of Directors, shall review and approve,
or recommend for approval by the Board of Directors, the compensation
of the Company's Chief Executive Officer (the "CEO") and the
Company's other executive officers, including salary, bonus
and incentive compensation levels; deferred compensation; executive
perquisites; equity compensation (including awards to induce
employment); severance arrangements; change-in-control benefits
and other forms of executive officer compensation.
The Compensation Committee or the independent directors
of the Board of Directors, as the case may be, shall meet without
the presence of executive officers when approving or deliberating
on compensation for the CEO but may, in its or their discretion,
invite the CEO to be present during the approval of, or deliberations
with respect to, compensation for other executive officers.
2.
Plan Recommendations and Approvals. The Compensation Committee shall review and
make recommendations periodically to the Board of Directors
with respect to incentive-compensation plans and equity-based
plans. In addition, in the case of any tax-qualified,
non-discriminatory employee benefit plans (and any parallel
nonqualified plans) for which stockholder approval is not
sought and pursuant to which options or stock may be acquired
by officers, directors, employees or consultants of the Company,
the Compensation Committee, or a majority of the independent
directors of the Board of Directors, shall approve such plans.
3.
Administration
of Plans. The
Compensation Committee shall have the authority to exercise
all rights, authority and functions of the Board of Directors
under all of the Company's stock option, stock incentive,
employee stock purchase and other equity-based plans, including
without limitation, the authority to interpret the terms thereof,
to grant options thereunder and to make stock awards thereunder;
provided, however, that, except as otherwise expressly authorized
to do so by this charter or a plan or resolution of the Board
of Directors, the Compensation Committee shall not be authorized
to amend any such plan. The Compensation Committee, or a majority of
the independent directors of the Board of Directors, shall
approve any inducement awards granted in reliance on the exemption
from shareholder approval contained in NASDAQ Rule 4350(i)(1)(A)(iv).
4.
Director
Compensation. The
Compensation Committee shall review and make recommendations
periodically to the Board of Directors with respect to director
compensation.
5.
Compensation Committee Report
on Executive Compensation.
The Compensation Committee shall prepare for inclusion
where necessary in a proxy or information statement of the
Company relating to an annual meeting of security holders
at which directors are to be elected (or special meeting or
written consents in lieu of such meeting), the report described
in Item 402(k) of Regulation S-K.
6.
Compensation Committee Report
on Repricing of Options/SARs.
If during the last fiscal year of the Company (while
the Company was a reporting company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the "Exchange Act"))
any adjustment or amendment was made to the exercise price
of any stock option or stock appreciation right previously
awarded to a "named executive officer" (as such term is defined
from time to time in Item 402(a)(3) of Regulation S-K), the
Compensation Committee shall furnish the report required by
Item 402(i) of Regulation S-K.
7.
Additional
Powers. The Compensation Committee shall have such other
duties as may be delegated from time to time by the Board
of Directors.
D.
Procedures
and Administration
1.
Meetings. The Compensation Committee shall meet as often
as it deems necessary in order to perform its responsibilities. The Compensation Committee may also act by unanimous
written consent in lieu of a meeting.
The Compensation Committee shall keep such records
of its meetings as it shall deem appropriate.
2.
Subcommittees. The Compensation Committee may form and delegate
authority to one or more subcommittees as it deems appropriate
from time to time under the circumstances (including (a) a
subcommittee consisting of a single member and (b) a subcommittee
consisting of at least two members, each of whom qualifies
as a "non-employee director," as such term is defined from
time to time in Rule 16b-3 promulgated under the Exchange
Act, and an "outside director," as such term is defined from
time to time in Section 162(m) of the Internal Revenue Code
of 1986, as amended, and the rules and regulations thereunder).
3.
Reports
to Board. The Compensation Committee shall report regularly
to the Board of Directors.
4.
Charter. The Compensation Committee shall review and
reassess periodically the adequacy of this Charter and recommend
any proposed changes to the Board of Directors for approval.
5.
Consulting
Arrangements. The
Compensation Committee shall have the authority to retain
and terminate any compensation consultant to be used to assist
in the evaluation of executive officer compensation and shall
have authority to approve the consultant's fees and other
retention terms. The
Compensation Committee shall also have authority to commission
compensation surveys or studies as the need arises.
The Compensation Committee is empowered, without further
action by the Board of Directors, to cause the Company to
pay the compensation of such consultants as established by
the Compensation Committee.
6.
Independent
Advisors. The Compensation Committee shall have the authority,
without further action by the Board of Directors, to engage
such independent legal, accounting and other advisors as it
deems necessary or appropriate to carry out its responsibilities.
Such independent advisors may be the regular advisors
to the Company. The Compensation Committee is empowered, without
further action by the Board of Directors, to cause the Company
to pay the compensation of such advisors as established by
the Compensation Committee.
7.
Investigations. The Compensation Committee shall have the authority
to conduct or authorize investigations into any matters within
the scope of its responsibilities as it shall deem appropriate,
including the authority to request any officer, employee or
advisor of the Company to meet with the Compensation Committee
or any advisors engaged by the Compensation Committee.
8.
Periodic
Self-Evaluation.
At least annually, the Compensation Committee shall
evaluate periodically its own performance.
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