Attached files
file | filename |
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8-K - GetFugu, Inc. | v165106_8k.htm |
EX-3.1 - GetFugu, Inc. | v165106_ex3-1.htm |
EX-3.3 - GetFugu, Inc. | v165106_ex3-3.htm |
EX-10.3 - GetFugu, Inc. | v165106_ex10-3.htm |
EX-10.2 - GetFugu, Inc. | v165106_ex10-2.htm |
EX-99.1 - GetFugu, Inc. | v165106_ex99-1.htm |
EX-10.1 - GetFugu, Inc. | v165106_ex10-1.htm |
EX-14.1 - GetFugu, Inc. | v165106_ex14-1.htm |
GETFUGU,
INC.
Compensation
Committee Charter
Purpose
The
purpose and authority of the Compensation Committee (the “Committee”) of
GetFugu, Inc. (the “Company”) shall be as follows:
1.
|
To
determine, or recommend to the Board of Directors for determination, the
compensation for the Chief Executive Officer (the “CEO”) of the
Company.
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2.
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To
determine, or recommend to the Board of Directors for determination, the
compensation for all officers of the Company other than the
CEO.
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3.
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To
the extent specifically and reasonably delegated to the Committee by the
Board of Directors, to review and report to the Board of Directors
relating to the Company's compensation programs and compensation of the
Company's executives.
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4.
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To
produce or cause to be produced an annual report on executive compensation
for inclusion in the Company’s annual proxy statement in accordance with
applicable rules and regulations of the Securities and Exchange Commission
(the “SEC”), any stock exchange, quotation system or market on which the
Company's securities are listed (the "Exchange") and other regulatory
bodies.
|
The Board
of Directors shall determine whether the Committee shall make determinations as
a Committee or shall make recommendations to the Board of
Directors.
Composition
The
Committee shall consist of two or more members of the Board of Directors, each
of whom is determined by the Board of Directors to be “independent” under the
Sarbanes-Oxley Act and the rules of the Exchange.
To the
extent the Committee consists of at least three members, one director who is not
independent under the rules of the American Stock Exchange may be appointed to
the Committee, subject to the following:
●
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the
director is not a current officer or employee, or an immediate family
member of a current officer or employee, of the
Company;
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●
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the
Board of Directors, under exceptional and limited circumstances,
determines that such individual’s membership on the Committee is required
by the best interests of the Company and its
stockholders;
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●
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the
Company discloses in the proxy statement for the next annual meeting of
stockholders subsequent to such determination (or in its Form 10-K if the
Company does not file a proxy statement), the nature of the relationship
and the reason for that determination;
and
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●
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such
person does not serve under this exception on the Committee for more than
two years.
|
Appointment
and Removal
The
members of the Committee shall be appointed by the Board of
Directors. A member shall serve until such member’s successor is duly
elected and qualified or until such member’s earlier resignation or
removal. The members of the Committee may be removed, with or without
cause, by a majority vote of the Board of Directors.
Chairman
Unless a
Chairman is elected by the full Board of Directors, the members of the Committee
shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the
Committee and set the agendas for Committee meetings.
Delegation
to Subcommittees
The Board
of Directors may allocate the responsibilities of the Committee to other
committees of its own designation provided that any such committee consists
solely of independent directors and has a published committee
charter. In fulfilling its responsibilities, the Committee shall be
entitled to delegate any or all of its responsibilities to a subcommittee of the
Committee.
Meetings
The
Committee shall meet as frequently as circumstances dictate. The Chairman of the
Committee or a majority of the members of the Committee may call meetings of the
Committee. Any one or more of the members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communication device by means of which all persons participating in the meeting
can hear each other.
All
non-management directors who are not members of the Committee may attend
meetings of the Committee, but may not vote. In addition, the
Committee may invite to its meetings any director, member of management of the
Company, and such other persons as it deems appropriate in order to carry out
its responsibilities. The Committee may also exclude from its meetings any
persons it deems appropriate.
As part
of its review and establishment of the performance criteria and compensation of
designated key executives, the Committee should meet separately at least on an
annual basis with the CEO and any other corporate officers as it deems
appropriate. However, the Committee should also meet from time to
time without such officers present, and in all cases, such officers shall not be
present at meetings at which their performance and compensation are being
discussed and determined.
Duties
and Responsibilities
The basic
responsibility of the members of the Committee is to exercise their business
judgment to act in what they reasonably believe to be in the best interests of
the Company and its shareholders. In discharging that obligation,
members should be entitled to rely on the honesty and integrity of the Company’s
senior executives and its outside auditors, attorneys and advisors, to the
fullest extent permitted by applicable law. Pursuant to Article 5 of
the Bylaws of the Company, the Committee shall have and may exercise all the
powers and authority of the Board of Directors in all matters required,
necessary or reasonable in the performance of the Committee purpose,
responsibility and functions described in this Charter.
The
Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding
that the Committee may determine to carry out additional functions and adopt
additional policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal, or other conditions. The
Committee shall also carry out any other responsibilities and duties as are
reasonably delegated to it, pursuant to applicable law, by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.
In
discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority, without seeking Board of
Directors approval, to retain outside counsel or other advisors, experts and
staff for this purpose, including the authority to approve the fees payable to
such counsel or advisors, experts and staff and any other terms of retention, at
the sole cost and expense of the Company and without any further approval or
authorization. In
addition to individual compensation to members for serving on the Committee as
reasonably determined by the Board of Directors, the Company shall provide
appropriate funding, as determined by the Committee, for payment of (i)
compensation to any counsel, experts or other advisers employed by the
Committee, (ii) obtaining any insurance coverage deemed reasonable or necessary
by the Committee, and (iii) funding ordinary administrative expenses of the
Committee that it deems reasonable or necessary in carrying out its duties,
subject only to any limitations imposed by applicable laws, rules and
regulations.
Setting
Compensation for Officers and Directors
1.
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Establish
and review the overall compensation philosophy of the
Company.
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2.
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Review
and approve the Company's corporate goals and objectives relevant to the
compensation for the CEO and other officers, including annual performance
objectives.
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3.
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Evaluate
the performance of the CEO and other officers in light of those goals and
objectives and, based on such evaluation, approve, or recommend to the
full Board of Directors the approval of, the annual salary, bonus, stock
options, and other benefits, direct and indirect, of the CEO and other
executive officers.
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4.
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In
approving or recommending the long-term incentive component of
compensation for the CEO and other executive officers, the Committee
should consider the Company's performance and relative stockholder return,
the value of similar incentive awards to CEOs and other executive officers
at comparable companies or companies of similar size or generally engaged
in the telecommunications services business, and the awards given to the
CEO and other executive officers in past years. The Committee
is not precluded from approving awards (with the ratification of the Board
of Directors) as may be required to comply with applicable tax laws, such
as Section 162(m) of the Internal Revenue
Code.
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5.
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In
connection with executive compensation programs, the Committee may in its
discretion do or cause to be done by its advisors, experts, staff or
outside counsel the
following:
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(a)
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Review
and recommend to the full Board of Directors, or approve, new executive
compensation programs;
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(b)
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Review
on a periodic basis the operations of the Company’s executive compensation
programs to determine whether they are properly coordinated and achieving
their intended purposes;
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(c)
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Establish
and periodically review policies for the administration of executive
compensation programs; and
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(d)
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Take
steps to modify any executive compensation program that yields payments
and benefits that are not reasonably related to executive and corporate
performance.
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6.
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Review
existing and periodically review policies in the area of senior management
perquisites.
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7.
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Consider
policies and procedures pertaining to expense accounts of senior
executives.
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8.
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Review
and recommend to the full Board of Directors directors’ and officers’
indemnification and insurance
matters.
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9.
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To
the extent not delegated to the Audit Committee by the Board of Directors,
review and approve all related party transactions (as specified in Item
404 of Regulation S-K) and review and make recommendations to the full
Board of Directors, or approve, any contracts or other transactions with
current or former executive officers of the Company, including consulting
arrangements, employment agreements, change-in-control agreements,
severance agreements, termination arrangements, and loans to employees
made or guaranteed by the
Company.
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Monitoring
Incentive and Equity-Based Compensation Plans
10.
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Review
and make recommendations to the Board of Directors with respect to, or
approve, the Company’s incentive-compensation plans and equity-based
plans, and review the activities of the individuals responsible for
administering those plans.
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11.
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Review
and make recommendations to the full Board of Directors, or approve, all
awards of shares or share options pursuant to the Company’s equity-based
plans.
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12.
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Monitor
compliance by executives with the rules and guidelines of the Company’s
equity-based plans.
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13.
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Have
the sole authority to select, retain, and/or replace, as needed, any
compensation or other outside consultants to be used to assist in the
evaluation of director, CEO, or senior executive
compensation. In the event such a compensation consultant is
retained, the Committee shall have the sole authority to approve such
consultants’ fees and other retention
terms.
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Reports
14.
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Prepare
an annual report on executive compensation for inclusion in the Company’s
proxy statement in accordance with applicable rules and regulations of the
Exchange, the SEC, and other applicable regulatory
bodies.
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15.
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Report
regularly to the Board of Directors with respect to matters that are
relevant to the Committee’s discharge of its responsibilities and with
respect to such recommendations as the Committee may deem appropriate. The
report to the Board of Directors may take the form of an oral report by
the Chairman or any other member of the Committee designated by the
Committee to make such
report.
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16.
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Maintain
minutes or other records of meetings and activities of the
Committee.
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Indemnification
The
Company shall, to the maximum extent and in the manner permitted by Section 145
of the Delaware General Corporation Law, indemnify each member of the Committee
against expenses judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was a member of the Committee and/or the Board of
Directors.