Attached files
file | filename |
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10-K/A - 10-K/A - EARTHSTONE ENERGY INC | d68136e10vkza.htm |
EX-21 - EX-21 - EARTHSTONE ENERGY INC | d68136exv21.htm |
EX-31.2 - EX-31.2 - EARTHSTONE ENERGY INC | d68136exv31w2.htm |
EX-10.4 - EX-10.4 - EARTHSTONE ENERGY INC | d68136exv10w4.htm |
EX-10.3 - EX-10.3 - EARTHSTONE ENERGY INC | d68136exv10w3.htm |
EX-99.1 - EX-99.1 - EARTHSTONE ENERGY INC | d68136exv99w1.htm |
EX-31.1 - EX-31.1 - EARTHSTONE ENERGY INC | d68136exv31w1.htm |
EX-10.6 - EX-10.6 - EARTHSTONE ENERGY INC | d68136exv10w6.htm |
Exhibit 99.2
BASIC EARTH SCIENCE SYSTEMS, INC.
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
(As adopted September 28, 2009)
OF THE BOARD OF DIRECTORS
(As adopted September 28, 2009)
The Compensation Committee (the Committee) is appointed by the Board of Directors (the
Board) of Basic Earth Science Systems, Inc., a Delaware corporation (the Company).This charter
of the Committee (this Charter) specifies the scope of authority and responsibility of the
Committee.
PURPOSE
The principal function of the Committee is to discharge certain responsibilities of the Board
relating to compensation of the Companys Chief Executive Officer (the CEO) and the Companys
other executive officers. The term executive officer has the same meaning specified for the term
officer in Rule 16a-1(f) under the Security Exchange Act of 1934, as amended.
COMPOSITION
1. The Committee shall have at least two (2) members at all times, each of whom must be an
independent director pursuant to the Securities and Exchange Commission (the SEC) rules
and regulations and the NYSE Amex LLC compliance standards. In order for a director to
qualify as independent, the Board must affirmatively determine that the director has no
material relationship with the Company that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.
2. The Board shall appoint each member of the Committee and a chairperson for the Committee
from among those members. Each member shall serve until the earlier to occur of the date on
which he or she is replaced by the Board, resigns from the Committee, or resigns from the
Board.
DUTIES AND RESPONSIBILITIES
1. The Committee shall, based upon an annual evaluation of the CEOs performance, determine
and approve the CEOs overall compensation. In making its determination, the Committee may
consider the Companys performance and relative stockholder return, the compensation of
chief executive officers at comparable companies, the awards given to the CEO in past
years, and such other factors as the Committee deems relevant.
2. The Committee shall, after consideration of the CEOs recommendations, determine and
approve the compensation of all elected corporate officers other than the CEO. The
Committee will take account of each individual corporate officers performance, the
Companys overall performance and comparable compensation paid to similarly-situated
officers in comparable companies.
3. The Committee shall review, and if appropriate, approve employment agreements, severance
arrangements, retirement arrangements, change in control agreements and provisions, and any
special or supplemental benefits for each officer of the Company.
4. The Committee shall review and recommend the compensation for directors with respect to
service on the Board and Board committees, including cash-based and equity-based
compensation.
5. The Committee shall administer the Companys incentive plans, stock option plans or such
other equity participation plans as may be adopted by the Companys stockholders or the
Board from time to time within the authority delegated by the Board.
6. The Committee shall prepare a report of the Committee on executive officer compensation
if and as required by the SEC to be included in the Companys annual proxy statement or
Annual Report on Form 10-K filed with the SEC.
7. The Committee shall perform any other duties or responsibilities delegated to the
Committee by the Board from time to time.
MEETINGS
1. The Committee shall meet as frequently as necessary to carry out its responsibilities
under this Charter. The chairperson of the Committee shall prepare and/or approve an agenda
in advance of each meeting. The Committee shall maintain minutes or other records of
meetings and activities of the Committee.
2. A majority of the members of the Committee shall constitute a quorum. The act of the
majority of the members present at a meeting, at which a quorum is in attendance, shall be
the act of the Committee, unless a greater number is required by law, the Companys
certificate of incorporation or bylaws, or this Charter.
3. The Committee may request any officer or other employee of the Company, or any
representative of the Companys advisors, to attend a meeting or to meet with any member or
representative of the Committee.
RESOURCES AND AUTHORITY
The Committee will have the resources and authority necessary to discharge its duties and
responsibilities. Any action duly and validly taken by the Committee pursuant to the power and
authority conferred under this Charter shall for all purposes constitute an action duly and validly
taken by the Board and may be certified as such by the Secretary or other authorized officer of the
Company. The Committee has sole authority to retain and terminate any compensation consultant to be
used to assist it in the evaluation of the CEOs or other executive officers compensation. The
Committee shall have sole authority to approve such consultants fees and retention terms. The
Committee shall also have authority to obtain advice and assistance from internal or external
legal, accounting or other advisors. Any communications between the Committee and legal counsel in
the course of obtaining legal advice will be considered privileged communications of the Company,
and the Committee will take all reasonable steps necessary to preserve the privileged nature of
those communications.
ANNUAL REVIEW
At least annually, the Committee will (a) review this Charter and recommend any changes to
this Charter to the Board and (b) evaluate its own performance against the requirements of this
Charter and report the results of such evaluation to the Board. The Committee will conduct its
review and evaluation in such a manner as it deems appropriate.
DISCLOSURE
This Charter will be included on the Companys website and will be made available in print to
any stockholder of the Company who submits to the Companys Secretary a request for a copy of this
Charter.