A. Charter. By adoption of this charter, the board of directors has delegated to the Committee the authority necessary for the Committee to fulfill its obligations under this charter. At least annually, the Committee shall review and assess the adequacy of this charter and recommend to the board of directors any changes that would enable the Committee to fulfill its responsibilities more effectively.
B. Members. The Committee shall consist of at least two members of the board of directors. The members of the Committee shall be appointed by, and serve at the discretion of, the board of directors. In selecting the members of the Committee, the board shall endeavor to ensure that each member of the Committee satisfies:
- the independence requirements of Nasdaq Marketplace Rule 4200(a)(15), as amended from time to time;
- the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time ("Section 162(m)");
- the requirements of a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act"); and
- any other applicable rules and regulations.
C. Chairperson. The board of directors shall appoint a chairperson of the Committee, who shall serve at the discretion of the board. The chairperson shall establish the agenda for and preside at all meetings of the Committee and shall have such other powers and responsibilities as the board or the Committee shall designate.
Meetings; Minutes. Each year, the Committee shall establish a schedule of meetings; additional meetings may be scheduled as required. The Committee shall meet periodically in executive session, as it deems appropriate. The Company's chief executive officer may not be present during voting or deliberations of the Committee related to his or her compensation. The procedures with respect to calling, noticing and holding meetings of the Committee and conducting business of the Committee shall be the same as those provided in the by-laws of the Company with respect to calling, noticing and holding meetings of and taking action by the board of directors.
The Committee shall maintain written minutes of its meetings. The minutes shall be distributed periodically to the other members of the board of directors and shall be filed with the minutes of the meetings of the board of directors.
D. Reports. The Committee shall make regular reports to the board of directors regarding the activities of the Committee. Such reports may be made either orally or in writing.
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