EXHIBIT 99.6
TOWERSTREAM CORPORATION
COMPENSATION COMMITTEE CHARTER
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A. PURPOSE
The primary purposes of the Compensation Committee (the "Committee") are to
(i) assist the Board of Directors (the "Board") in discharging its
responsibilities with respect to compensation and benefits of the Company's
executive officers and directors, (ii) produce an annual report on executive
compensation for inclusion in the Company's proxy statement in accordance with
the applicable rules and regulations and (iii) administer the Company's stock
option plans.
B. COMMITTEE MEMBERSHIP AND QUALIFICATIONS
The Committee shall consist of no fewer than two persons, each of whom
shall be a member of the Board. Except as permitted by applicable rules of The
NASDAQ Stock Market, Inc. (the "NASDAQ"), each member of the Committee shall
qualify as an independent director under criteria established by the applicable
listing standards of the NASDAQ and other applicable laws and regulations.
Committee members shall be elected by the Board at a meeting of the Board;
members shall serve until their successors shall be duly elected and qualified.
The Board may, at any time, remove any member of the Committee and fill the
vacancy created by such removal. The Committee's chairman shall be designated by
the full Board, comprising a majority of independent directors, or the full
Committee.
C. COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Committee shall have the power and authority of the Board to perform
the following duties and to fulfill the following responsibilities:
1. Determine all compensation for the Chief Executive Officer, including
incentive-based and equity-based compensation;
2. Review and approve corporate goals relevant to the compensation of the
Chief Executive Officer and evaluate the Chief Executive Officer's
performance in light of these goals and objectives;
3. Consider, in determining the long-term incentive component of
compensation for the Chief Executive Officer, the Company's
performance and relative stockholder return, the value of similar
incentive awards to chief executive officers at comparable companies,
and the awards given to the Company's Chief Executive Officer in past
years;
4. Review and approve incentive-based or equity-based compensation plans
in which the Company's executive officers participate, and review and
approve salaries, incentive and equity awards for other executive
officers;
5. Approve all employment, severance, or change-in-control agreements,
special or supplemental benefits, or provisions including the same,
applicable to executive officers;
6. Periodically review and advise the Board concerning both regional and
industry-wide compensation practices and trends in order to assess the
adequacy and competitiveness of the Company's compensation programs
for the Chief Executive Officer, other executive officers and
directors relative to comparable companies in the Company's industry;
7. Develop guidelines and review the compensation and performance of
executive officers of the Company;
8. Review and propose to the Board, from time to time, changes in
director compensation;
9. Prepare an annual report on executive compensation for inclusion in
the Company's proxy statement for the annual meeting of stockholders,
in accordance with applicable rules and regulations;
10. Administer the Company's various stock option plans;
11. Review and establish appropriate coverage for the Company's D&O
insurance;
12. Update and advise the Board regarding potential and upcoming changes
in SEC requirements and/or disclosures;
13. Annually review and reassess the adequacy of this charter and
recommend any proposed changes to the Board for approval; and
14. Perform any other activities under this charter, the Company's by-laws
or governing law as the Committee or the Board deems appropriate.
D. MEETINGS
The Committee will meet no less than once a year. Special meetings may be
convened as required. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and, if a quorum is
present, any action approved by at least a majority of the members present shall
represent the valid action of the Committee. The chairman of the Committee will
preside at each meeting and, in consultation with the other members of the
Committee, will set the frequency and length of each meeting and the agenda of
items to be addressed at each meeting. The Committee may form subcommittees and
delegate authority to them or to one or more of its members when appropriate.
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The Chief Executive Officer may not be present during voting or
deliberations relating to his or her compensation.
E. COMMITTEE RESOURCES
The Committee shall have the authority to obtain advice and seek assistance
from consultants, legal counsel, accounting or other advisors as appropriate to
perform its duties hereunder and to determine the terms, costs and fees for such
engagements. Without limitation, the Committee shall have the authority to
retain or terminate any consulting firm used to evaluate director, Chief
Executive Officer or other executive compensation, and to determine and approve
the terms of engagement and the fees and costs for such engagements. The fees
and costs of any consultant or advisor engaged by the Committee to assist in it
in performing any duties hereunder shall be borne by the Company.
F. MINUTES
The Committee shall maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the Board.
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