CHARTER OF THE MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INTERNET BUSINESS TRADER (IBT) INC.
The primary purpose of the Management Development and Compensation Committee
(the "Committee") of the Board of Directors of
INTERNET BUSINESS TRADER (IBT) Inc. (the "Company") is to have direct responsibility to:
-Review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer ("CEO");
-Evaluate the CEO's performance in light of those goals and objectives;
-Determine and approve the CEO's total compensation package based on this evaluation;
-Make recommendations to the Board with respect to the Company's compensation practices for executive officers other than the Company's CEO;
-Administer the Company's equity-based compensation plans;
-Assist the CEO and the Board in the evaluation of the Company's executive officers other than the CEO;
-Evaluate, and make recommendations with respect to, the Company's CEO and executive management succession plans;
-Make recommendations to the Board on such management development issues as the Committee may deem appropriate or as the
Board may specify; and
-Produce a Compensation Discussion and Analysis for inclusion in the Company's proxy statement or Form 10-K to be filed annually with the Securities and Exchange Commission ("SEC").
The Committee shall consist of three (3) or more directors as determined by the Board.
The Board shall designate a Committee member as the Chair of the Committee.
Each Committee member must meet the independence requirements as defined in theÂ New York Stock Exchange listing standards, as amended from time to time (the "Listing Standards"). In addition, all Committee members shall qualify as "non-employee directors" and as "outside directors" as those terms are defined by applicable law.
Subject to any requirements of the Listing Standards, the Board may appoint and remove Committee members in accordance with the Company's Bylaws.
Committee members shall serve until their successors are duly elected and qualified.
The Committee shall have the authority to consult with special legal counsel, compensation consultants, search firms, or other consultants or advisors to advise the Committee as circumstances may dictate. The Committee also shall have the authority to approve the terms of engagement of, fees payable to, and any agreements with such outside advisors.
Meetings, Reports and Resources
The Committee shall hold regular meetings at least twice annually, and may also hold special
meetings or act by unanimous written consent at such other times as may be required or deemed
appropriate by the Committee or as may be permitted under the Company's Bylaws.
The Committee may meet in separate executive sessions with other directors without management, or in separate sessions with the Company's CEO, or with other Company employees, agents or representatives invited by the Committee.
In consultation with other members of the Committee, the Chair of the Committee will set the agenda to be addressed at the meeting and the length of each meeting.
The Chair of theCommittee shall ensure that each meeting agenda is circulated to each Committee member in advance of the meeting.
The Committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with this Charter,the Company's Bylaws and other corporate governance documents, applicable laws or regulations, or the Listing Standards.
The Chair of the Committee or a majority of the Committee members may call meetings of the Committee.
A majority of the Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is required by this Charter, the Company's Bylaws or the Listing Standards.
The Committee shall keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.
The Committee shall report to the Board annually the results of the annual review by the Committee of its own performance.
The Committee shall also provide to the Board at an appropriate time, before the preparation of the Company's proxy statement for its annual meeting or its Form 10-K, the report of the Committee that must be included in the Company's annual proxy statement or Form 10- K.
The Committee shall further report to the Board on the major items covered by the Committee at each Committee meeting, and provide additional reports to the Board as the Committee may determine to be appropriate.
Committee Access and Information
The Committee is at all times authorized to have direct, independent and confidential access to the Company's other directors, management and personnel to carry out the Committee's purposes.
The Committee is authorized to obtain, at the Company's expense, compensation surveys, reports on the design and implementation of compensation programs for the Company's directors, officers and employees, and such other reports, surveys, evaluations, data and documentation as the Committee considers appropriate.
Reliance on Others
Nothing in this Charter is intended to preclude or impair any protection provided under law for good faith reliance by members of the Committee on reports or other information provided by others.
Duties and Responsibilities
The Committee shall review and approve at least annually corporate goals and objectives relevant to the compensation of the CEO and the Company's other executive officers.
Determination of Executive Officer Compensation.
The Committee shall:
-At least annually, evaluate the job performance of the CEO in light of his and the Company's performance goals and objectives and report on such evaluation to the CEO and the Board.
-At the request of the Board or the CEO, assist the CEO and the Board in evaluating the job performance of other executive officers of the Company.
-At least annually, in light of the corporate goals and objectives and the performance evaluations of the Company's CEO and other executive officers,
(1) determine and approve the compensation of the Company's CEO, including individual elements of salary, bonus, supplemental retirement, incentive and equity compensation and other perquisites and benefits, and (2) make recommendations to the Board and the CEO with respect to non-CEO executive management compensation, including individual elements of salary, bonus, supplemental retirement, incentive and equity compensation and other perquisites and benefits.
-Review, as the Committee considers appropriate in setting CEO compensation and inÂ recommending other executive's compensation, Company performance and relative stockholder return, compensation at comparable companies, market factors relating to executive compensation, past years compensation to the CEO and other executives, the job performance of the CEO and other executive officers of the Company, and other relevant factors.
-Review and approve all employment agreements, separation and severance agreements, and other compensatory contracts, arrangements, perquisites and payments with respect to the CEO, and review and make recommendations to the Board and the CEO regarding all such agreements, contracts, arrangements, perquisites and payments with respect to the Company's other executive officers.
-In any deliberations or voting to determine the compensation of the CEO, the CEO must not be present; however, in any deliberations regarding the compensation of other executive officers, the Committee may elect to invite the CEO to be present but not vote.
-The Committee shall periodically review and make recommendations to the Board and the CEO concerning the Company-s policies with respect to the total compensation packages of the Company's executive officers whose compensation is not otherwise set by the Committee.
Equity Plan Awards
The Committee shall grant stock options, restricted stock and other discretionary awards under the Company's stock option and other equity incentive plans, as it deems appropriate, and otherwise exercise the authority of the Board with respect to the administration of the Company's stockbased and other incentive compensation plans.
The Committee may delegate to one or more executive officers of the Company designated by the Committee the authority to make grants of options and restricted stock to eligible individuals other than directors and executive officers, provided that the Committee shall have fixed the exercise price or a formula for determining the exercise price for each grant, approved the vesting schedule, authorized any alternative provisions as are necessary or desirable to facilitate legal compliance or to ensure the effectiveness or tax-qualified status of the award under the laws of the United States or under the laws of countries outside the U.S. when grants are made to non- U.S. employees, approve the form of documentation evidencing each grant, and determine the number of shares or the basis for determining such number of shares by position, compensation level or category of personnel.
Any officer to whom such authority is delegated shall regularly report to the Committee the grants so made.
Evaluate and Approve Stock and Incentive Plans The Committee shall periodically review and make recommendations to the Board
concerning the Company's stock and cash-based incentive compensation plans.
The Committee shall approve all cash and equity-based arrangements and plans, and amendments to these arrangements or plans, which
or for which approval by the Committee is otherwise appropriate or required under applicable laws or Listing Standards.
The Committee shall seek stockholder approval of any stock or cash-based executive compensation plan recommended by the Committee, if,
as and when required under the Listing Standards, the Company's Bylaws or any other laws or rules.
Evaluate and Approve Executive Compensation Policy.
The Committee shall periodically review and make recommendations to the Board concerning the Company's policies with respect to the compensation of executive officers whose compensation is not otherwise set by the Committee.
Committee Report in Proxy Statement
The Committee shall timely prepare and approve a Compensation Discussion and Analysis for inclusion in the Company's proxy statement for each annual meeting of stockholders or Form 10-K, as required by the SEC, including a discussion of the Committee's compensation policies applicable to the CEO and the Company's other executive officers and other information required under SEC rules.
The Committee shall review with the CEO at least annually the functions of the CEO and other executive officers of the Company and the succession plans relating to these officers.
The Committee shall also review and assist the Board in developing succession plans for the CEO and other appropriate executive officers.
In addition, the Committee shall consider and make recommendations to the Board on such other management development issues as the
Committee may deem appropriate or as the Board may specify.
The Committee may perform any other activities consistent with this Charter, the Company's corporate governance documents and applicable Listing Standards, laws and regulations as the Committee or the Board considers appropriate.
Annual Performance Review
The Committee shall evaluate its own performance as a Committee on an annual basis.
Annual Charter Review
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
ADOPTED BY THE BOARD OF DIRECTORS OF INTERNET BUSINESS TRADER (IBT) Inc. AS AN AMENDMENT AND RESTATEMENT OF THE COMMITTEE'S PREVIOUS CHARTER DATE OF ADOPTION: JULY 5TH, 2008