Introduction
Essential to the success
of Vivid Learning Systems (the “Company”)
is the maintenance of a sound and effective compensation
policy. It
is the intent of the Board of Directors to oversee the
resources needed to ensure that such a policy is in
place and followed.
Overview & Purpose
The
purpose of the Compensation Committee (the “Committee”) shall be to carry out
the responsibility of the Board of Directors relating
to executive compensation and benefits and to produce
an annual report on executive compensation for inclusion
in the proxy statement at the time the Company is a
publicly traded entity. The guiding principle
of the Committee is to provide a compensation program
that enables the Company to retain and motivate a team
of high quality executives who will create long-term
shareholder value.
Membership & Meetings
The
Committee shall consist of not less than three (3) directors
as appointed by the Board of Directors. Members serve at the pleasure of
the Board of Directors and may be removed by the Board
of Directors in its discretion. Each member of
the Committee shall be independent under the listing
standards of the NASDQ stock exchange for the purpose
of this charter and a “non-employee director” as
that term is defined under Securities and Exchange Commission
Rule 16b-3. The Chairman of the Committee shall
be designated by the Board of Directors.
The Committee will meet as often as
it determines is necessary to carry out its responsibilities
under this charter, but no less than at least quarterly. The
Chairman of the Committee, in consultation with the
other Committee members, will determine the frequency,
length, and method of Committee meeting and will set
meeting agendas consistent with this charter. Meetings
conducted by telephonic conference call are permitted.
The Secretary of the Company shall
be the secretary for the Committee and keep a record
of minutes of all meetings of the Committee. The
Secretary may delegate this responsibility as necessary
if unable to attend.
Duties & Responsibilities
The following outlines the duties
and responsibilities of the Committee:
Review and approve on an annual basis
the corporate goals and objectives with respect to compensation
and benefits for the Chief Executive Officer and other
executive officers.
Keep minutes of each meeting of the
Committee and provide to the full Board.
Evaluate at least annually the Chief
Executive Officer’s performance in light of established
goals and objectives and, based on such evaluation,
have sole authority to determine the Chief Executive
Officer’s annual compensation and benefits.
Review and make recommendations to
the Board of Directors with respect to the compensation
and benefits of other executive officers and directors.
Review and make recommendations to
the Board of Directors with respect to the types of
incentive-compensation plans and equity-based compensation
plans to be maintained by the Company.
Oversee the development of management
succession plans by the Board of Directors.
Administer, interpret, and determine
awards pursuant to the Company’s stock-based incentive
compensation plans.
Conduct an annual performance evaluation
of the Committee.
Have the sole authority, in its discretion,
to retain and terminate any consulting firm to assist
in the evaluation of director, Chief Executive Officer,
or senior executive compensation and benefits, including
sole authority to approve the firm’s fees and
other retention terms.
Prepare an annual report on executive
compensation for inclusion in the Company’s proxy
statements, said duty optional up to that time when
the Company is a publicly traded entity.
Review and assess, at least annually,
the Committee charter and submit changes for approval
to the Board of Directors.
Perform other functions as requested
by the Board of Directors. |
