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I. Statement of Purpose

The Compensation Committee (the "Committee") is a standing committee of the board of directors of MEMSIC, Inc. (together with its subsidiaries, the "Company"). The purpose of the Committee is to assist the board of directors in discharging its responsibilities relating to compensation of the Company's directors and executive officers and related matters, to review and make recommendations to the board regarding employee compensation and benefit plans and programs, and to administer the Company's stock incentive plans and employee stock purchase plans.

II. Organization

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:

1. the independence requirements of Nasdaq Marketplace Rule 4200(a)(15), as amended from time to time;
   
   
2. 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)");
   
   
3. 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
   
   
4. 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.

III. Responsibilities

The Committee shall:

• Administer the Company's stock option plans and employee stock purchase plans, including the grant of stock options to eligible employees.
  
  
• Recommend to the board of directors the compensation of the executive officers of the Company, including salary, bonus, perquisites, deferred compensation and other forms of compensation, giving due consideration to the deductibility of such compensation under Section 162(m).
  
  
• Prepare the report of the Committee required by the rules of the SEC to be included in the Company's proxy statement relating to the annual meeting of stockholders, and review all other disclosures regarding the Committee and the performance of its duties to be included in such proxy statement or in any other document or report to be filed with the SEC.
  
  
• Recommend to the board of directors any performance-based awards to be granted to any executive officer or other employee of the Company, including the establishment of performance goals and certification that the performance goals and any other material terms of the award have been satisfied.
  
  
• Recommend to the board of directors the terms and conditions of any employment agreement with any executive officer of the Company.
  
  
• Recommend to the board of directors arrangements with executive officers of the Company regarding severance or change of control payments.
  
  
• Recommend to the board of directors, and review periodically, the compensation of the directors of the Company, including compensation for serving as a member or chairperson of any committee of the board or for attending any meeting.
  
  
• Recommend to the board of directors, and review periodically, the composition of the Company's short-term and long-term plans and programs for employee compensation, including plans and programs for bonuses, retirement and severance.
  
  
• Review any stockholder proposals related to compensation matters and make recommendations to the board of directors regarding those proposals.
  
  
• Carry out such other duties as the board of directors may delegate to the Committee from time to time.
  
  

Approved by the board of directors on August 29, 2007.

 

Committee Members

Roger Blethen
David Yang
Paul M. Zavracky