Compensation Committee

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Our Compensation Committee is responsible for risks relating to employment policies and our compensation and benefits systems. Pursuant to its charter, the purposes of our Compensation Committee are to:

  • review, evaluate, and approve our agreements, plans, policies, and programs to compensate our corporate officers;
  • review and discuss with our management the Compensation Discussion and Analysis to be included in our proxy statement for the annual meeting of stockholders and to determine whether to recommend to our Board that the Compensation Discussion and Analysis be included in the proxy statement, in accordance with applicable rules and regulations;
  • produce our Compensation Committee Report for inclusion in the proxy statement, in accordance with applicable rules and regulations;
  • otherwise discharge our Boards’ responsibility relating to compensation of our corporate officers; and
  • perform such other functions as our Board may assign to our Compensation Committee from time to time.

 

In connection with these purposes, our Board has delegated to our Compensation Committee the overall responsibility for establishing, implementing and monitoring the compensation for our corporate officers.

Our Compensation Committee was established in February 2011. Going forward, our Compensation Committee will review and approve the compensation of our corporate officers and make appropriate adjustments based on our performance, achievement of predetermined goals and changes in an officer’s duties and responsibilities. Our Compensation Committee will also approve all employment agreements related to the executive team and approve recommendations regarding equity awards for all employees. Together with management, and any counsel or other advisors deemed appropriate by our Compensation Committee, our Compensation Committee will review and discuss the particular executive compensation matter presented and make a final determination, with the exception of compensation matters relating to our Chief Executive Officer. In the case of our Chief Executive Officer, our Compensation Committee will review and discuss the particular compensation matter (together with our management and any counsel or other advisors deemed appropriate) and formulate a recommendation. Our Compensation Committee’s chairman then will report our Compensation Committee’s recommendation for approval by the full Board or, in certain cases, by the independent directors.

Under its charter, our Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the compensation of our corporate officers and directors and also has the sole authority to approve the consultant’s fees and other retention terms.

A copy of the Compensation Committee Charter is available here.

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