EXHIBIT 99.3
EXHIBIT B
NEWPARK RESOURCES, INC.
COMPENSATION COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of Newpark Resources, Inc.
("Newpark" or the "Company"). The Committee shall consist of not less than three
independent directors. The number of directors constituting the Committee, and
those serving on the Committee (its "Members"), shall be determined annually by
the Board. Members shall serve during their respective terms as directors,
subject to earlier removal by the Board. Company management, independent
auditors and corporate counsel and other consultants and advisors may attend
each meeting or portions thereof as requested by the Committee. The Committee
shall hold two meetings each year and may call special meetings when necessary.
The Committee, in its discretion, shall determine the amount, if any, of
additional directors' fees to be paid to its Chairman for acting in that
capacity.
INDEPENDENCE
Each Member of the Committee must be:
o an "independent director," as defined under the rules of the New York
Stock Exchange, as amended from time to time (the "Rules"), except as
may be otherwise permitted under the Rules;
o a "non-employee director," as defined in Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
o an "outside director," as defined under Section 1.162-27 promulgated
under Section 162(m) of the Internal Revenue Code of 1986, as amended.
PURPOSE AND AUTHORITY
The Committee shall discharge the Board's responsibilities with respect
to all forms of compensation of the Company's executive officers, administer the
Company's equity incentive plans, and produce an annual report on executive
compensation for inclusion in the Company's proxy statement. This charter sets
forth the authority and responsibility of the Committee for approving and
evaluating executive officer compensation arrangements, plans, policies and
programs of the Company, and for administering the Company's equity incentive
plans for employees whether adopted prior to or after the date of adoption of
this charter (the "Stock Plans").
RESPONSIBILITIES
The following functions shall be the principal responsibilities of the
Compensation Committee, provided, however, that the Committee may supplement
these functions as it deems appropriate and may establish policies and
procedures from time to time that it deems necessary or advisable in fulfilling
its responsibilities.
1. The Committee will have the authority to determine the form
and amount of compensation to be paid or awarded to all
executive officers of the Company.
2. The Committee will have the sole authority and right to retain
and terminate compensation consultants, legal counsel and
other advisors of its choosing to assist the Committee in
connection with its functions. The Committee shall have the
sole authority to approve the fees and other retention terms
of such advisors at the expense of the Company and not at the
expense of the members of the Committee.
3. The Committee will annually review and approve the corporate
goals and objectives relevant to the compensation of the Chief
Executive Officer ("CEO") and evaluate the CEO performance in
light of these goals and objectives. Based on this evaluation,
the Committee will make and annually review decisions
respecting (a) salary paid to the CEO, (b) all cash-based
bonuses and equity compensation paid to the CEO, (c) entering
into, amending or extending any employment contract or similar
arrangement with the CEO, (d) any CEO severance or change in
control arrangement, and (e) any other CEO compensation
matters as from time to time directed by the Committee or the
Board. In determining the long-term incentive component of the
CEO's compensation, the Committee will consider the Company's
performance and relative shareholder return, the value of
similar incentive awards to chief executive officers at
companies that the Committee determines comparable based on
factors it selects, and the incentive awards given to the
Company's CEO in prior years.
4. The Committee will annually review and approve the corporate
goals and objectives relevant to the compensation of other
executive officers. In light of these goals and objectives,
the Committee will make and annually review decisions
respecting (a) salary paid to the executive officers, (b) all
cash-based bonuses and equity compensation paid to the
executive officers, (c) entering into, amending or extending
any employment contract or similar arrangement with one or
more executive officers, (d) executive officers' severance or
change in control arrangements, and (e) any other executive
officer compensation matters as from time to time directed by
the Committee or the Board. In determining the long-term
incentive component of the executive officers' compensation,
the Committee will consider the Company's performance and
relative shareholder return, the value of similar incentive
awards to executive officers at companies that the Committee
determines comparable based on factors it selects, and the
incentive awards given to the Company's executive officers in
prior years.
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5. The Committee will annually review and make recommendations to
the Board with respect to adoption and approval of, or
amendments to, all cash-based and equity-based incentive
compensation plans and arrangements and the shares and amounts
reserved thereunder, after taking into consideration the
Company's strategy of long-term and equity-based compensation.
6. The Committee will: (a) approve grants of stock, stock options
or stock purchase rights to individuals eligible for such
grants (including grants in compliance with Rule 16b-3
promulgated under the Exchange Act to individuals who are
subject to Section 16 of the Exchange Act); (b) interpret the
Stock Plans and agreements thereunder; and (c) determine
acceptable forms of consideration for stock issued pursuant to
the Stock Plans.
7. The Committee will meet with the CEO at least once in each
fiscal year to discuss the incentive compensation programs to
be in effect for the Company's executive officers for such
fiscal year and the corporate goals and objectives relevant to
those programs.
8. The Committee will report regularly to the Board of Directors.
9. The Committee will prepare an annual Report to the
stockholders, for inclusion in the Company's annual proxy
statement, in accordance with the rules and regulations of the
Securities and Exchange Commission.
10. The Committee will at least annually review and assess its
performance and submit a report on its performance to the
Board.
11. The Committee will review this charter annually and recommend
to the Board any changes it deems appropriate.
FUNDING
The Company shall issue payments as directed by the Committee of
compensation to the outside legal, accounting and other advisors retained by the
Committee in its discretion pursuant to this charter.
MEETINGS AND QUORUM
Meetings may be conducted on reasonable notice to the Committee
members, at a mutually agreed location or by telephone conference call, as
deemed appropriate by the Committee Chairman. Attendance by three members shall
constitute a quorum for the transaction of business at any meeting. The
Committee shall maintain written minutes of its meetings; the Committee also may
act by unanimous written consent.
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