Compensation Committee Charter
As adopted on May 9 , 2014.
CURRENT DEFINITIONS OF KEY TERMS
(Provided for convenience only; not a part of the Charter)
The following sets forth the current definitions of certain key terms used in the Charter as of the date referenced above, but are not part of the Charter and each of such terms, as used in the Charter, have the meanings given them in the applicable rules and regulations as the same may be amended from time to time.
Independent Director. The Compensation Committee must be comprised solely
of "independent" directors as defined in NASDAQ Marketplace Rule 5605(a)(2). For purposes
of this rule, "family member" means a person's spouse, parents, children and siblings, whether
by blood, marriage or adoption, or anyone residing in such person's home. In addition, for
purposes of this rule, "Company" includes any parent or subsidiary of the Company.
The following would not be independent under NASDAQ Marketplace Rule 5605(a)(2):
- An executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director;
- A director who is, or at any time during the past three years was, employed by the Company;
- A director who accepted or who has a family member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family member who is an employee (other than an Executive Officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;
- A director who is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an Executive Officer;
- A director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company's securities; or (ii) payments under non-discretionary charitable contribution matching programs;
- A director of the Company who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity; and
- A director who is, or has a family member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during any of the past three years
Non-Employee Director. Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934 defines a Non-Employee Director as a director who:
- Is not currently an officer (as defined in Rule 16a-1(f)) of the issuer or a parent or subsidiary of the issuer, or otherwise currently employed by the issuer or a parent or subsidiary of the issuer;
- Does not receive compensation, either directly or indirectly, from the issuer or a parent or subsidiary of the issuer, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K [i.e. US$120,000]; and
- Does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K [i.e., related party transactions with a dollar amount in excess of $120,000].
Outside Director. Regulation 1.162-27(e)(3) promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, defines an outside director as a director who:
- Is not a current employee of the publicly held corporation;
- Is not a former employee of the publicly held corporation who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year;
- Has not been an officer of the publicly held corporation; and ,li>Does not receive remuneration from the publicly held corporation, either directly or indirectly, in any capacity other than as a director. For this purpose, remuneration includes any payment in exchange for goods or services.
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