COMPENSATION AND NOMINATING COMMITTEE CHARTER
A. PURPOSE AND SCOPE
The two primary functions of the Compensation and Nominating Committee (the
"Committee") are to review and recommend to the Board (i) compensation and
equity plans, policies and programs, approve executive officer compensation, and
to prepare the annual report on executive compensation required to be included
in the Company's proxy statement and (ii) the nominees for election as directors
of the Company and to review related Board development issues including
succession planning and evaluation.
B. COMPOSITION
The Committee shall be comprised of a minimum of three (3) directors as
appointed by the Board of Directors, who shall meet the independence
requirements promulgated by the Securities and Exchange Commission, the National
Association of Securities Dealers, any exchange upon which securities of the
Company are traded or any governmental or regulatory body exercising authority
over the Company (each a "Regulatory Body" and collectively the "Regulatory
Bodies"), as in effect from time to time, and shall be free from any
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of his or her independent judgment as a member of the
Committee. In addition, no member may, other than in his or her capacity as a
member of the Committee, the Board of Directors or any other Board committee,
(i) accept any consulting, advisory or other compensatory fee from the Company;
or (ii) be an affiliated person of the Company or any of its subsidiaries.
The members of the Committee shall be elected by the Board of Directors at the
meeting of the Board of Directors following each annual meeting of stockholders
and shall serve until their successors shall be duly elected and qualified or
until their earlier resignation or removal. Unless a Chair is elected by the
full Board of Directors, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
C. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Committee shall:
DOCUMENT REVIEW
1. Review and assess the adequacy of this Charter periodically as
conditions dictate, but at least annually (and update this Charter
if and when appropriate).
EQUITY PLAN ADMINISTRATION
1. In consultation with the Chief Executive Officer, approve grants of
stock awards under the Company's Stock Option Plan and any successor
plan, including participants, type of awards and number of shares
covered by each award.
2. Approve all decisions regarding the modifications of terms or
conditions of any award or award agreement regarding equity
compensation.
3. Review and oversee the Company's Stock Option Plan, and any
successor plan.
DEFINED BENEFIT AND CONTRIBUTION PLANS
1. Administer the Company's defined benefit and defined contribution
plans. Recommend new plans, major plan amendment or plan
terminations when appropriate.
EXECUTIVE COMPENSATION MATTERS
1. Evaluate and assess the performance of the CEO on an annual basis.
2. Review the performance evaluations of senior officers (other than
the CEO) on an annual basis. It is recognized that subject to
oversight by the Board and this Committee, the CEO has primary
responsibility for evaluating the performance of other senior
officers.
3. Determine and approve base salaries, annual incentive awards (equity
and/or cash) and long-term incentive awards for the CEO, and in
consultation with the CEO, for other senior officers on an annual
basis.
4. Establish performance objectives for senior officers under the
Company's incentive compensation plans and determine the attainment
of such performance objectives.
5. Annually review and approve corporate goals and objectives relevant
to CEO compensation, evaluate CEO compensation in light of those
goals and objectives, and set the CEO's compensation level based on
this evaluation.
6. Review and approve any employment agreements, severance arrangements
and change in control and similar agreements/provisions, and any
amendments, supplements or waivers to such agreements or
arrangements, in each case as, when and if deemed necessary or
advisable.
7. Retain and terminate any compensation consultant to be used to
assist in the evaluation of CEO or other senior officer
compensation, including the authority to approve the consultant's
fee, and to obtain advice and assistance from internal or outside
legal, accounting or other advisors.
8. Review other forms of compensation, benefits, and incentives for
senior officers and recommend changes in and new forms of
compensation, benefits or incentives to the Board of Directors when
appropriate and when necessary to keep executive compensation
competitive and equitable.
SUCCESSION PLANNING
1. Develop and periodically review and revise as appropriate, a
management success plan and related procedures.
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DIRECTOR COMPENSATION MATTERS
1. Periodically review and assess the adequacy of levels of Director
compensation. NOMINATING MATTERS 1. Periodically review CEO
succession and succession plans for key positions in the Company.
2. Recommend to the Board, and aid in identifying and attracting
qualified candidates to stand for election as Directors.
3. Evaluate periodically the desirability of and recommend to the Board
any changes in the size and composition of the Board.
4. Select and evaluate directors in accordance with the general and
specific criteria set forth below or determined as provided below:
a. General Criteria. Director selection should include at least
enough Independent Directors to satisfy then existing
Regulatory Body requirements, and such Independent Directors
should have appropriate skills, experiences and other
characteristics to provide qualified persons to fill all Board
committee positions required to be filled by Independent
Directors. Each director should:
i. Be an individual of the highest character and integrity;
ii. Be free of any conflict of interest that would violate
any applicable law or regulation or interfere with the
proper performance of the responsibilities of a
director;
iii. Be willing and able to devote sufficient time to the
affairs of the Company and be diligent in fulfilling the
responsibilities of a director and Board committee
member (including developing and maintaining sufficient
knowledge of the Company and its industry);
iv. Have broad experience in the industries which comprise
the Company's customer base or in the secured wireless
communication industry;
v. Have the ability to provide insights and practical
wisdom based on his or her experience and expertise; and
vi. Have a commitment to enhancing stockholder value
b. Specific Criteria. In addition to the general criteria, the
Committee shall develop and periodically evaluate and modify
as appropriate a set of specific criteria outlining the
skills, experiences, particular areas of expertise, specific
backgrounds, and other characteristics that should be
represented on the Board to enhance the effectiveness of the
board and Board Committees, taking into account any particular
needs of the Company based on its business, size, strategic
objectives, customers and other characteristics.
5. Evaluate each new director candidate and each incumbent director
before recommending that the Board nominate or re-nominate such
individual for election or reelection as a director based on the
extent to which such individual meets the general and specific
criteria above.
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6. Diligently seek to identify potential director candidates who will
strengthen the Board, by establishing procedures for soliciting and
reviewing potential nominees from directors and shareholders.
7. Submit to the Board the candidates for director to be recommended by
the Board for election at each annual meeting of shareholders and to
be added to the Board at any other times due to Board expansions,
director resignations or retirements or otherwise.
MEETINGS AND REPORTS
1. Hold meetings, as appropriate, to discuss the matters under this
Charter. It is anticipated that meetings will be held at least four
times a year. The Committee may invite legal counsel to attend the
meeting.
2. Prepare, in accordance with the rules of the SEC as modified or
supplemented from time to time, a written report of the compensation
committee to be included in the Corporation's annual proxy statement
for each annual meeting of stockholders.
3. Form and delegate authority to subcommittees if determined to be
necessary or advisable
MANAGEMENT SUPPORT
1. To assist the Committee in fulfilling its duties, management will
provide the Committee with information and recommendations as needed
and requested. The Committee shall have access to the General
Counsel and/or outside legal counsel and consultants at its
discretion if it deems such access to be necessary.
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