Attached files
Exhibit 99.7
FORM OF
COMPENSATION COMMITTEE CHARTER
OF
BIG ROCK PARTNERS ACQUISITION CORP.
The following Compensation Committee Charter (the
“Charter”)
was adopted by the Board of Directors (the
“Board”)
of Big Rock Partners Acquisition Corp. (the
“Company”).
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1.
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STATUS
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The Compensation Committee (the
“Committee”)
is a committee of the Board of the Company.
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2.
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PURPOSE
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The Committee is appointed by the Board for the primary purposes
of:
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discharging its responsibilities for approving and evaluating the
officer compensation plans, policies and programs of the
Company;
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●
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reviewing and recommending to the Board regarding compensation to
be provided to the Company’s employees and directors;
and
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administering the equity compensation plans of the Company. The
Committee shall ensure that the Company’s compensation
programs are competitive, designed to attract and retain highly
qualified directors, officers and employees, encourage high
performance, promote accountability and assure that employee
interests are aligned with the interests of the Company’s
stockholders.
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3.
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COMPOSITION AND QUALIFICATIONS
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The Committee shall be appointed by the Board and shall be
comprised of at least three or more Directors (as determined from
time to time by the Board), each of whom shall meet the
independence requirements of the federal securities laws and rules
and regulations of the Securities and Exchange Commission
(“SEC”),
the Sarbanes-Oxley Act of 2002 (the
“Act”),
the Nasdaq Stock Market LLC (the
“Nasdaq Stock
Market”)
and all other applicable laws. Each appointed member of the
Committee, shall serve for such term or terms as the Board may
determine or until earlier resignation or death, and may be removed
by the Board at any time, with or without cause. Unless the Board
elects a chairman of the Committee (a
“Chairman”),
the Committee shall elect a Chairman by majority vote. Each
Committee member shall have one vote.
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4.
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RESPONSIBILITIES:
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The Committee shall, among its duties and responsibilities as may
be delegated to the Committee by the Board, and in addition to any
duties and responsibilities imparted to the Committee by the SEC,
the Nasdaq Stock Market or any other applicable laws or
regulations:
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1.
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Determine, in executive session at which the Chief Executive
Officer of the Company (the
“CEO”)
is not present, the compensation for the Company’s CEO or
President, if such person is acting as the CEO.
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2.
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Review and determine the compensation of the executive officers of
the Company other than the CEO based upon the recommendation of the
CEO and such other customary factors that the Committee deems
necessary or appropriate.
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3.
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Determine awards and/or bonuses to be granted to executive officers
of the Company under the Company’s equity plans and other
compensation or benefit plans or policies as approved by the Board
or the Committee.
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4.
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Approve the overall amount or percentage of plan and/or bonus
awards to be granted to all Company employees and delegate to the
Company’s executive management the right and power to
specifically grant such awards to each Company employee within the
aggregate limits and parameters set by the Committee.
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5.
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Review and evaluate the performance of the CEO and the other
executive officers of the Company.
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6.
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Review and approve the design of other benefit plans pertaining to
executives and employees of the Company.
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7.
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Approve such reports on compensation as are necessary for filing
with the SEC and other government bodies.
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8.
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Assist management in complying with the Company’s proxy
statement and annual report disclosure requirements.
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9.
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If required by applicable rules and regulations, issuing a
“Compensation Committee
Report”
to be
included in the Company’s annual report on Form 10-K or proxy
statement, as applicable.
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10.
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If required by applicable rules and regulations, review and discuss
with management the Company’s Compensation and Discussion and
Analysis (“CD&A”)
and the related executive compensation information, recommend that
the CD&A and related executive compensation information be
included in the Company’s annual report on Form 10-K and
proxy statement and produce the compensation committee report on
executive officer compensation required to be included in the
Company’s proxy statement or annual report on Form
10-K.
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11.
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Monitor the Company’s compliance with the requirements of the
Act relating to loans to directors and officers, and with all other
applicable laws affecting employee compensation and
benefits.
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12.
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Oversee the Company’s compliance with SEC rules and
regulations regarding shareholder approval of certain executive
compensation matters, including advisory votes on executive
compensation and the frequency of such votes, and the requirement
under the rules of the Nasdaq Stock Market that with limited
exceptions, shareholders approve equity compensation
plans.
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13.
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Review, recommend to the Board, and administer all plans that
require
“disinterested
administration”
under Rule
16b-3 under the Securities Exchange Act of 1934, as
amended.
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14.
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Approve the amendment or modification of any compensation or
benefit plan pertaining to executives or employees of the Company
that does not require stockholder approval.
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15.
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Review and recommend to the Board the adoption of or changes to the
compensation of the Company’s independent
directors.
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16.
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Retain and obtain, in its sole discretion, (at the Company’s
expense) outside consultants and obtain assistance from members of
management as the Committee deems appropriate in the exercise of
its authority.
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17.
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Make reports and recommendations to the Board within the scope of
its functions and advise the officers of the Company regarding
various personnel matters as may be raised with the
Committee.
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18.
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Approve all special perquisites, special cash payments and other
special compensation and benefit arrangements for the
Company’s executive officers and employees.
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19.
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Review the form, terms and provisions of employment and similar
agreements with the Company’s executive officers and any
amendments thereto.
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20.
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To the extent the same has been adopted, review, at least annually,
the compensation philosophy of the Company.
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The powers and responsibilities delegated by the Board to the
Committee in this Charter or otherwise shall be exercised and
carried out by the Committee as it deems appropriate without
requirement of Board approval, and any decision made by the
Committee (including any decision to exercise or refrain from
exercising any of the powers delegated to the Committee hereunder)
shall be at the Committee’s sole discretion. While acting
within the scope of the powers and responsibilities delegated to
it, the Committee shall have and may exercise all the powers and
authority of the Board. To the fullest extent permitted by law, the
Committee shall have the power to determine which matters are
within the scope of the powers and responsibilities delegated to
it. To the extent that the Company’s securities are not
listed or quoted on the Nasdaq Stock Market or any exchange or
national listing market system for trading, the Committee shall
determine which of the aforementioned duties and responsibilities
it shall undertake or shall be applicable to the
Committee.
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5.
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PROCEDURES
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1.
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Action.
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The Committee will meet as often as it deems necessary or
appropriate, in its judgment, either in person or telephonically,
and at such times and places as the Committee members determine.
The majority of the members of the Committee constitutes a quorum
and shall be empowered to act on behalf of the Committee. Minutes
will be kept of each meeting of the Committee. The Chairman shall
report to the Board following meetings of the Committee and as
otherwise requested by the Chairman of the Board. The Committee
shall also make reports and recommendations to the Board within the
scope of its functions. The Committee shall be governed by the same
rules regarding meetings as are applicable to the
Board.
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2.
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Compensation Consultant; Advisor.
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The Committee may, in its sole discretion, retain or obtain the
advice of a compensation consultant, legal counsel or other
advisor. The Committee shall be directly responsible for the
appointment, compensation and oversight of the work of any
compensation consultant, legal counsel and other advisor retained
by the Committee. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of reasonable
compensation to a compensation consultant, legal counsel or any
other advisor retained by the Committee.
Before engaging or receiving advice from a compensation consultant,
external legal counsel or any other advisor, the Committee shall
consider the independence of each such advisor by taking into
account the following factors and any other factors required by the
Nasdaq Stock Market or the SEC and corresponding rules that may be
amended from time to time, including any exceptions permitted by
such rules:
(i) the provision of
other services to the Company by the person that employs the
compensation consultant, legal counsel or other advisor (the
“Advisory
Firm”);
(ii) the amount of fees received from the Company by the Advisory
Firm, as a percentage of the total revenue of the Advisory
Firm;
(iii) the policies and procedures of the Advisory Firm or other
advisor that are designed to prevent conflicts of
interest;
(iv) any business or personal relationship of the compensation
consultant, legal counsel or advisor with a member of the
Committee;
(v) any stock of the Company owned by the compensation consultant,
legal counsel or other advisor; and
(vi) any business or personal relationship of the compensation
consultant, legal counsel, other advisor or the Advisory
Firm.
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3.
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Review of Charter.
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The Committee shall review this Charter at least annually and
recommend any changes thereto to the Board.
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4.
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Delegation by Committee.
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The Committee may delegate authority consistent with this Charter
to one or more Committee members or subcommittees comprised of one
or more Committee members when appropriate. Any such member,
members or subcommittee shall be subject to this Charter. The
decisions of any such member, members or subcommittees to which
authority is delegated under this paragraph shall be presented to
the full Committee at its next regularly scheduled
meeting.
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5.
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Amendment.
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Any amendment or other modification of this Charter shall be made
and approved by the full Board.
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6.
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Disclosure of Charter.
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If required by the rules of the SEC or the Nasdaq Stock Market,
this Charter, as amended from time to time, shall be made available
to the public on the Company’s website.