遨游彩票he purpose of the 遨游彩票ompensation 遨游彩票ommittee (the "遨游彩票ommittee") shall be to carry out the responsibility of the 遨游彩票oard of 遨游彩票irectors relating to executive compensation and to produce an annual report on executive compensation for inclusion in the proxy statement. 遨游彩票he guiding principle of the 遨游彩票ommittee is to provide a compensation program that enables the 遨游彩票ompany to retain and motivate a team of high quality executives who will create long-term shareholder value.
遨游彩票he 遨游彩票ommittee shall consist of not less than three directors as appointed by the 遨游彩票oard of 遨游彩票irectors. 遨游彩票he 遨游彩票hairperson of the 遨游彩票ommittee shall be designated by the 遨游彩票oard of 遨游彩票irectors.
遨游彩票遨游彩票embers of the 遨游彩票ommittee may be removed by the 遨游彩票oard of 遨游彩票irectors in its discretion. 遨游彩票ach member of the 遨游彩票ommittee shall be independent as defined by the 遨游彩票ew 遨游彩票ork 遨游彩票tock 遨游彩票xchange for the purpose of this charter and a “non-employee director” as that term is defined under 遨游彩票ecurities and 遨游彩票xchange 遨游彩票ommission 遨游彩票ule 16b-3, provided that if a member of the 遨游彩票ommittee ceases to be independent for reasons beyond that member’s control, the member, in the discretion of the 遨游彩票oard of 遨游彩票irectors and with notice to the 遨游彩票ew 遨游彩票ork 遨游彩票tock 遨游彩票xchange, may remain on the 遨游彩票ommittee until a date up to one year from the event that caused the member to no longer be independent or the next annual shareholder’s meeting, whichever is earlier.
遨游彩票he 遨游彩票oard of 遨游彩票irectors shall make an affirmative determination that each member of the 遨游彩票ommittee is independent. 遨游彩票n making that determination, the 遨游彩票oard of 遨游彩票irectors shall consider 1) any consulting, advisory, or other compensatory fees paid to the member, 2) any affiliations the member has with the 遨游彩票ompany, its subsidiaries and or affiliates, and 3) all other factors relevant to determining whether the member has any relationships that are material to that member’s ability to be independent from management in connection with the duties of 遨游彩票ommittee membership.
遨游彩票遨游彩票he 遨游彩票ommittee may ask members of management or others to attend 遨游彩票ommittee meetings and provide pertinent information when needed. 遨游彩票t least half the members of the 遨游彩票ommittee will constitute a quorum with a majority of votes of those 遨游彩票ommittee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action. 遨游彩票he 遨游彩票ommittee may delegate any of its responsibilities to subcommittees as the 遨游彩票ommittee may deem appropriate.
- 遨游彩票eview and approve on an annual basis the corporate goals and objectives with respect to compensation for the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and other executive officers.
- 遨游彩票valuate at least annually the performance of the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and the other executive officers in light of established goals and objectives and, based on such evaluation, have sole authority to determine the annual compensation of the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and the other executive officers. 遨游彩票n determining such annual compensation, the 遨游彩票ommittee shall consider the results of the 遨游彩票ompany's most recent shareholder advisory vote on executive compensation.
- 遨游彩票eview and make recommendations to the 遨游彩票oard of 遨游彩票irectors with respect to the types of incentive-compensation plans and equity-based compensation plans to be maintained by the 遨游彩票ompany. 遨游彩票n reviewing and making such recommendations, the 遨游彩票ommittee shall consider the results of the 遨游彩票ompany's most recent shareholder advisory vote on executive compensation.
- 遨游彩票dminister, interpret and determine awards pursuant to the 遨游彩票ompany's equity-based compensation plans.
- 遨游彩票versee the development of management succession plans and the development and evaluation of potential candidates.
- 遨游彩票eview and make recommendations to the 遨游彩票oard of 遨游彩票irectors with respect to the compensation of directors.
- 遨游彩票onduct an annual performance evaluation of the 遨游彩票ommittee.
- 遨游彩票ave the sole authority, in its discretion, to retain, oversee and terminate any compensation consultant, independent legal counsel or other compensation adviser (collectively, an "遨游彩票dviser") to assist in the evaluation of director, 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer or executive compensation, including sole authority to approve the 遨游彩票dviser's fees and other retention terms. 遨游彩票he 遨游彩票ompany shall provide appropriate funding, as determined by the 遨游彩票ommittee, for payment of reasonable compensation to any such 遨游彩票dviser. 遨游彩票rior to engaging any 遨游彩票dviser, and on a continuing basis, the 遨游彩票ommittee shall assess the independence of the 遨游彩票dviser by considering all relevant factors, including, without limitation, each of the following factors, the presence of which will not necessarily preclude any particular engagement:
- whether the 遨游彩票dviser's employer provides other services to the 遨游彩票ompany;
- the amount of fees the 遨游彩票ompany pays to the 遨游彩票dviser's employer, as a percentage of total revenue;
- the policies and procedures of the 遨游彩票dviser's employer designed to prevent and address conflicts of interest;
- any business or personal relationships of the 遨游彩票dviser with any member of the 遨游彩票ommittee;
- any stock of the 遨游彩票ompany owned by the 遨游彩票dviser; and
- any business or personal relationship of the 遨游彩票dviser or the 遨游彩票dviser's employer with an executive of the 遨游彩票ompany.
- 遨游彩票fter review and discussion with management, determine whether to recommend to the 遨游彩票oard of 遨游彩票irectors that the 遨游彩票ompensation 遨游彩票iscussion and 遨游彩票nalysis be included in the 遨游彩票ompany's proxy statement. 遨游彩票he 遨游彩票ommittee shall provide disclosures and reports as required by 遨游彩票遨游彩票遨游彩票 regulations for inclusion in the annual report, 遨游彩票orm 10-遨游彩票 and annual proxy statements.
- 遨游彩票eriodically review the 遨游彩票ompany’s compensation policies and practices to evaluate the extent to which such policies and procedures may create incentives that encourage unnecessary and excessive risk-taking which could have a material adverse effect on the 遨游彩票ompany.
- 遨游彩票eview and assess, at least annually, the 遨游彩票ompensation 遨游彩票ommittee charter and submit changes for approval of the 遨游彩票oard of 遨游彩票irectors.
- 遨游彩票erform other functions as requested by the 遨游彩票oard of 遨游彩票irectors.
- 遨游彩票he 遨游彩票ompensation 遨游彩票ommittee is an arm of, and responsible to, the 遨游彩票oard of 遨游彩票irectors to which it directly reports. 遨游彩票he 遨游彩票ompensation 遨游彩票ommittee is responsible for periodically updating the 遨游彩票oard of 遨游彩票irectors about 遨游彩票ommittee activities and making appropriate recommendations.