Exhibit 99.4
CATUITY INC.
COMPENSATION COMMITTEE CHARTER
(As of March 11, 2004)
1. PURPOSE
The Compensation Committee's (the "Committee") basic responsibility
is to review the performance of Company management in achieving corporate goals
and objectives and to assure that senior executives of the Company are
compensated effectively in a manner consistent with the strategy of the Company,
competitive practice, and the requirements of the appropriate regulatory bodies.
Toward that end, the Committee will oversee, review and administer all
compensation, equity and employee benefit plans and programs. The Committee will
prepare an annual report on executive compensation for inclusion in the
Company's proxy statement.
2. COMPOSITION OF THE COMMITTEE
The Committee will consist of not less than two independent directors, each of
whom will be both a "non-employee director" within the meaning of Rule 16b-3
issued by the Securities and Exchange Commission ("SEC") and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code,
as amended. Each appointed Committee member will be subject to annual
reconfirmation and may be removed by the Board of Directors (the "Board") at
any time. The committee shall have the authority to retain and terminate any
outside advisors it deems necessary to assist in the completion of its
obligations and shall have the sole authority to approve the fees to be paid
to outside advisors.
3. RESPONSIBILITIES AND DUTIES
In carrying out its purpose, the Committee will have the following
responsibilities and duties:
1. Review annually and approve the Company's compensation strategy to
ensure that employees of the Company are rewarded appropriately for their
contributions to company growth and profitability.
2. Review annually and approve corporate goals and objectives relevant to
executive compensation and evaluate performance in light of those goals.
3. Review annually and determine the individual elements of total
compensation for the Chief Executive Officer and all other corporate
officers, and communicate in the annual Board Compensation Committee Report
to shareholders the factors and criteria on which the Chief Executive
Officer and all other corporate officers' compensation for the last year
was based.
4. Review and approve compensation for non-employee members of the Board of
Directors, including but not limited to the following elements: retainer,
meeting fees, committee fees, committee chair fees, equity or stock
compensation.
5. Make and approve stock option grants and other discretionary awards
under the Company's stock option or other equity incentive plans to all
persons who are Board members or executive officers within the meaning Rule
16b-3 issued by the SEC.
6. Grant stock options and other discretionary awards under the Company's
stock option or other equity incentive plans to all other eligible
individuals in the Company's service. The Committee may delegate to one or
more officers designated by the Committee the authority to make grants to
eligible individuals (other than any such officer) who are not executive
officers, provided that the Committee shall have fixed the price (or a
formula for determining the price) and the vesting schedule for such
grants, approved the form of documentation evidencing such grants, and
determined the appropriate number of shares or the basis for determining
such number of shares by position, compensation level or category of
personnel. Any officer(s) to whom such authority is delegated shall
regularly report to the Committee the grants so made. Any such delegation
may be revoked at any time by the Committee.
7. Amend the provisions of the Company's stock option or other equity
incentive plans, to the extent authorized by the Board, and make
recommendations to the Board with respect to incentive compensation and
equity-based plans.
8. Approve for submission to the shareholders, stock option or other equity
incentive plans or amendments thereto.
9. Oversee and periodically review the operation of all of the Company's
employee benefit plans, including but not limited to the Section 401(k)
Plan, the Executive Director Stock Purchase Plan, the Director and Employee
Stock Option Plans and any Employee Stock Purchase Plans. Responsibility
for day-to-day administration, including the
preparation and filing of all government reports and the preparation and
delivery of all required employee materials and communications, will be
performed by company personnel.
10. Ensure that the annual incentive compensation plan is administered in a
manner consistent with the Company's compensation strategy and the terms of
such plan, including but not limited to the following: participation,
target annual incentive awards, corporate financial goals, actual awards
paid to executive officers, total funds reserved for payment under the
plan, and potential qualification under IRS Code Section 162(m).
11. Review matters related to executive management performance,
compensation and succession planning and executive development for
executive staff
12. Exercise, as necessary and appropriate, all of the authority of the
Board of Directors with respect to the election of officers of the Company
during the periods between the regular meetings of the Board.
13. Have full access to the Company's executives and personnel as necessary
to carry out its responsibilities.
14. Obtain such data or other resources as it deems necessary to perform
its duties, including but not limited to obtaining external consultant
reports or published salary surveys, and engaging independent compensation
consultants and other professionals to assist in the design, formulation,
analysis and implementation of compensation programs for the Company's
executive officers and other key employees.
15. Have responsibility for the review and approval of all reports and
summaries of compensation policies and decisions as may be appropriate for
operational purposes or as may be required under applicable law.
16. Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law as the Committee or the Board deems
necessary or appropriate.
17. Review the Committee Charter from time to time and recommend any
changes to the Board.
18. Report to the Board of Directors on the major items covered at each
Committee meeting. Notwithstanding the foregoing, any action of the
Committee may be subject to Board review and may be revised, modified or
rescinded by the Board.
4. COMPENSATION COMMITTEE MEETINGS
The Committee will meet as often as necessary to carry out its responsibilities.
Meetings may be called by the Chairman of the Committee and/or by the management
of the Company. Minutes of each meeting will be duly filed in the Company
records. Reports of meetings of the Committee will be made to the Board of
Directors at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board of Directors approved by
the Committee. The Committee will also meet as and when necessary to act upon
any other matters within its jurisdiction under this Charter. A majority of the
total number of members of the Compensation Committee will constitute a quorum
at all Committee meetings. Minutes will be kept of each meeting of the
Committee.