Attached files
| file | filename |
|---|---|
| S-1 - 6D Global Technologies, Inc | v191770_s1.htm |
| EX-4.4 - 6D Global Technologies, Inc | v191770_ex4-4.htm |
| EX-5.1 - 6D Global Technologies, Inc | v191770_ex5-1.htm |
| EX-23.2 - 6D Global Technologies, Inc | v191770_ex23-2.htm |
| EX-99.1 - 6D Global Technologies, Inc | v191770_ex99-1.htm |
| EX-99.4 - 6D Global Technologies, Inc | v191770_ex99-4.htm |
CHARTER
OF THE COMPENSATION COMMITTEE OF THE
BOARD OF
DIRECTORS OF CLEANTECH INNOVATIONS, INC.
ADOPTED
AS OF JULY 8, 2010
The
Compensation Committee’s responsibilities and powers as delegated by the board
of directors are set forth in this Charter. Whenever the Committee
takes an action, it shall exercise its independent judgment on an informed basis
that the action is in the best interests of the Company and its
stockholders.
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I.
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PURPOSE AND AUTHORITY
OF THE COMMITTEE
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The
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
of CleanTech Innovations, Inc. (the “Company”) shall evaluate and recommend to
the Board, as appropriate, the compensation philosophy and practices of the
Company with respect to its Executive Officers (as such term is defined in the
rules and regulations of the Securities and Exchange Commission (“SEC”) to be
the Company’s Chief Executive Officer ("CEO"), any vice president in charge of a
principal business unit, division or function (such as sales, administration or
finance), any other officer who performs a policy making function or any other
person who performs similar policy making functions for the Company) and
administer the Company’s stock option plans, and it shall perform any other
responsibilities vested in it pursuant to this charter.
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II.
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COMPOSITION OF THE
COMMITTEE
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The
Committee shall be comprised of three or more members of the Board. The members
of the Committee shall satisfy all applicable requirements then in effect of the
NASDAQ Stock Market LLC (“NASDAQ”), or any stock exchange or national securities
association on which the Company’s securities are listed or quoted and any other
applicable regulatory requirements, including without limitation requirements
relating to director independence, nomination and size of the
Committee. In addition, at least two of the Committee members shall
qualify as (1) “non-employee directors” within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934 (the “Exchange Act”) and (2) “outside directors”
under the regulations promulgated under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”). Collectively, the requirements
set forth in the immediately preceding two sentences are referred to as the
"Independence Requirements."
The
members of the Committee shall be appointed annually to one-year terms by
majority vote of the Board, upon recommendation of the Nominating Committee, at
the first meeting of the Board following the annual meeting of the Company’s
stockholders and shall serve until such member’s successor is duly elected and
qualified or until such member’s earlier resignation, retirement, removal from
office or death. The members of the Committee may be removed, with or
without cause, by a majority vote of the Board. Vacancies on the
Committee shall be filled by majority vote of the Board at the next Board
meeting following the occurrence of the vacancy or as soon as practicable
thereafter.
Unless a
Chair is elected by the full Board, the members of the Committee shall designate
a Chair by majority vote of the full Committee membership. The Chair will chair
all meetings of the Committee and set the agendas for Committee meetings. The
Chair shall establish an annual calendar with a proposed agenda of the
compensation-related matters to be addressed at each of the Committee's
scheduled meetings during the year. Committee members are expected to make
suggestions for agenda items. A vacancy in the position of Committee
Chair shall be filled by majority vote of the Committee at the next Committee
meeting following the occurrence of the vacancy or as soon as practicable
thereafter.
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III.
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MEETINGS AND
PROCEDURES OF THE COMMITTEE
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The
Committee shall meet as often as its members deem necessary to fulfill the
Committee’s responsibilities. A majority of the Committee members shall
constitute a quorum for the transaction of the Committee’s business. The
Committee shall act upon the vote of a majority of its members at a duly called
meeting at which a quorum is present. Any action of the Committee may be taken
by a written instrument signed by all of the members of the Committee. The
Committee shall have the authority to establish other rules and procedures for
notice and conduct of its meetings consistent with the Company’s bylaws and this
Charter. A majority of the members of the Committee present in person
or by means of a conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other shall
constitute a quorum.
The
Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority
within the scope of the Committee’s authority as the Committee deems
appropriate; provided,
however, that no subcommittee shall consist of fewer than two members;
and provided further
that the Committee shall not delegate to a subcommittee any power or authority
required by any applicable law, regulation or listing standard to be exercised
by the Committee as a whole.
All
non-management directors that are not members of the Committee may attend
meetings of the Committee but may not vote. Additionally, 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. However, when necessary, the Committee may meet in executive
session without such other persons present, and in all cases such officers shall
not be present at meetings at which their performance and compensation are being
discussed and determined.
Following
each of its meetings, the Committee shall report its deliberations at the next
meeting of the Board, including a description of all actions taken by the
Committee at the meeting and an identification of any matters that require
action by the Board. The Committee shall keep written minutes of its
meetings which shall be maintained with the books and records of the
Company.
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IV.
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COMMITTEE AUTHORITY
AND RESPONSIBILITIES
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The
following functions shall be the recurring activities of the Committee in
carrying out its responsibilities outlined in Section I of this Charter. These
functions should serve as a guide with the understanding that the Committee may
carry out additional or substitute 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 delegated to it by the Board from time to time
related to the purposes of the Committee outlined in Section I of this
Charter.
The
Committee shall have the following specific powers and duties:
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1.
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To
review and approve the Company's overall compensation philosophy and
policies for executive officers of the Company and its subsidiaries
generally; to review and approve the compensation, including salary,
bonuses and benefits of the executive officers of the Company other than
the CEO; and to review and recommend the compensation of the CEO
(including salary, bonuses and benefits) for approval by all of the
directors serving on the Board who satisfy the Independence
Requirements;
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2.
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To
review and approve the corporate goals and objectives relevant to the
compensation of executive officers of the Company and its subsidiaries,
including the CEO, with the primary overall objectives of the Company's
executive compensation program focused on attracting, retaining and
motivating the Company's management, providing a strong link between
executive compensation and performance and such other objectives as may
from time to time be determined by the Committee to be in the best
interests of the Company. The Committee shall oversee and
evaluate the performance of the executive officers in light of such goals
and objectives, request and obtain detailed information about executive
compensation packages and, based on such review and evaluation, determine
and approve the annual salary, bonus, equity grants, performance-related
pay, perquisites, retirement benefits, deferred compensation, tax
gross-ups, supplemental executive retirement plans, severance payments,
change-in-control agreements and all other compensation and benefits of
the executive officers;
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3.
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To
request that management obtain information in order for the Committee to
assess executive compensation, including compensation surveys and studies
of the compensation practices of comparable
companies;
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4.
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To
oversee, review, monitor and make recommendations to the Board with
respect to compensation plans, equity-based plans and plans pertaining to
incentive compensation, pensions, benefits and retirement savings and to
exercise all the authority of the Board with respect to the administration
and interpretation of such plans;
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5.
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To
review and approve all awards of shares or share options pursuant to the
Company’s plans;
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6.
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To
review and approve any employment contract or related agreement, such as a
severance arrangement or a supplementary pension, for any executive
officer;
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7.
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To
review director compensation, if any, and recommend from time to time to
the Board any proposed changes in such
compensation;
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8.
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To
review periodically the need for a Company policy regarding compensation
paid to the Company’s executive officers in excess of limits deductible
under Section 162(m) of the Code;
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9.
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To
review executive officer and director indemnification and insurance
matters;
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10.
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To
serve as a counseling committee to the CEO of the Company regarding
matters of key personnel selection, compensation matters and such other
matters as the Board may from time to time
direct;
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11.
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To
review the procedures and policies of the Company designed to ensure
compliance with applicable laws and regulations relating to compensation
of executive officers and to monitor the results of these compliance
efforts;
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12.
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To
maintain minutes or other records of meetings and activities of the
Committee and to report to the Board following meetings of or actions
taken by the Committee;
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13.
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To
have prepared and to review and discuss with management the Company's
compensation discussion and analysis disclosure required by the SEC and,
based on this review and discussion, recommend to the Board the inclusion
of such disclosure in the Company's proxy statement or annual report, in
accordance with applicable rules and regulations promulgated by the SEC,
NASDAQ and other regulatory bodies;
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14.
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To
conduct or authorize investigations into any matters within the
Committee’s purpose and powers;
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15.
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To
review and reassess the powers of the Committee and the adequacy of this
Charter periodically and recommend any proposed changes to the Board for
approval;
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16.
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To
conduct an annual performance review and evaluation of the Committee;
and
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17.
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To
consider such other matters in relation to the compensation polices of the
Company as the Committee or the Board may, in its discretion, determine to
be advisable.
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V.
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DELEGATION OF
DUTIES
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In
fulfilling its responsibilities, the Committee is entitled to form and delegate
any or all of its responsibilities to a subcommittee consisting of one or more
members of the Committee, when appropriate and permitted by applicable legal and
regulatory requirements; provided, however, that the Committee shall not
delegate its responsibilities for any matters that involve executive
compensation or any matters where it has determined such compensation is
intended to comply with Section 162(m) of the Code or is intended to be exempt
from Section 16(b) under the Exchange Act pursuant to Rule 16b-3, unless the
members of such subcommittee qualify as “outside directors” under Section 162(m)
and “non-employee directors” under Rule 16b-3. Where so permitted, a
subcommittee of the Committee may exercise the powers and authority of the
Committee and the Board while acting within the scope of the powers and
responsibilities delegated to it.
If any
Committee member does not qualify as a “non-employee director” for purposes of
Rule 16b-3 under the 1934 Act and as an “outside director” under Section 162(m)
of the Code, the Committee shall establish a subcommittee (the “Section 162(m)
Subcommittee”) whose members shall qualify as “non-employee directors” for
purposes of Rule 16b-3 under the 1934 Act and “outside directors” under Section
162(m) of the Code, and whose duties shall include (1) the approval of grants of
stock options to the Company’s executive officers, including the CEO, in
accordance with Rule 16b-3 under the 1934 Act, (2) the adoption of performance
goals with respect to performance based compensation for executive officers,
including the CEO in accordance with Section 162(m) of the Code, (3) the
determination of whether performance goals have been met before
performance-based compensation is paid to executive officers in accordance with
Section 162(m) of the Code, (4) the administration of the Company's 2007
Performance Incentive Equity Plan and
(5) any other action required to be performed by a committee or subcommittee of
“non-employee directors” (pursuant to Rule 16b-3) and “outside directors”
(pursuant to Section 162(m)).
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VI.
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EVALUATION OF THE
CHARTER
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The
Committee shall periodically, and at least annually, evaluate this
charter. The Committee shall report to the Board the results of its
evaluation, including any recommended amendments to this charter and any
recommended changes to the Company’s or the Board’s policies or
procedures.
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VII.
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COMMITTEE
RESOURCES
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The
Committee, in discharging its oversight role, is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate. The Committee shall have the authority to retain special
legal, accounting or other advisers to advise the Committee, including without
limitation the sole authority to retain and terminate any compensation
consulting firm used to assist in the evaluation of Director, CEO or senior
executive compensation and the sole authority to approve such firm’s fees and
other retention terms. The Company shall provide for appropriate
funding for such counsel or experts retained by the Committee.
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VIII.
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UNDERSTANDING AS TO
THE COMMITTEE’S ROLE
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Management
of the Company is responsible for the day-to-day operation of the Company’s
business. As a result, the Company’s officers and employees and other
persons who may be engaged by the Committee may have more time, knowledge and
detailed information about the Company than do the Committee
members. The Committee will review information, opinions, reports or
statements presented to the Committee by the Company’s officers or employees or
other persons as to matters the Committee members reasonably believe are within
such other person’s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company. While the
Committee has the responsibilities and powers set forth in this Charter, each
member of the Committee, in the performance of his or her duties, will be
entitled to rely in good faith upon reports presented to the Committee by these
experts. Accordingly, the Committee’s role does not provide any
special assurances with regard to matters that are outside the Committee’s area
of expertise or that are the traditional responsibility of
management.
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