Attached files
| file | filename |
|---|---|
| 10-K - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_10k.htm |
| EX-21 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex21.htm |
| EX-31.2 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex31-2.htm |
| EX-32.2 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex32-2.htm |
| EX-32.1 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex32-1.htm |
| EX-31.1 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex31-1.htm |
| EX-10.15 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex10-15.htm |
| EX-10.12 - DOCUMENT CAPTURE TECHNOLOGIES, INC. | v179114_ex10-12.htm |
DOCUMENT
CAPTURE TECHNOLOGIES, INC.
BOARD
OF DRECTORS
COMPENSATION
COMMITTEE CHARTER
Adopted
December 17, 2009
Responsibilities
The
Compensation Committee of the Board of Directors (the “Board”) of Document
Capture Technologies, Inc. (the “Company”) will be responsible for overseeing
and, as appropriate, making recommendations to the Board regarding the annual
salaries and other compensation of the Board, the Company’s executive officers,
the Company’s general employee compensation, and other policies, providing
assistance and recommendations with respect to the compensation policies and
practices of the Company.
In
particular, the Compensation Committee will:
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On
an annual basis, without the participation of the Chief Executive Officer,
(i) review and approve the corporate goals and objectives with respect to
compensation for the Chief Executive Officer, (ii) evaluate the Chief
Executive Officer’s performance in light of the established goals and
objectives, and (iii) set the Chief Executive Officer’s annual
compensation, including salary, bonus, incentive, and equity
compensation.
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On
an annual basis, review and approve (i) the evaluation process and
compensation structure for the Company’s other senior executives, and (ii)
the Chief Executive Officer’s evaluation of the performance and his
recommendations concerning the annual compensation, including salary,
bonus, incentive, and equity compensation, of other
company executive officers, and (iii) the recruitment,
retention, and severance programs for the Company’s senior executives, and
(iv) review the compensation structure for the
Board.
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As
appropriate, make recommendations to the Board with respect to executive
incentive-compensation plans and equity-based
compensation.
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Assist
the Board in developing and evaluating potential candidates for senior
officer positions, including the Chief Executive Officer, and oversee the
development of executive succession
plans.
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Review
an annual report on executive compensation for inclusion in the Company’s
proxy statement.
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Review
on an annual basis, or more frequently as the Compensation Committee may
determine, the Board’s compensation and equity
grants.
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Compensation Committee
Composition
The
Compensation Committee shall be comprised of that number of independent
directors as the Board appoints. Independence of the members of the
Compensation Committee shall have been affirmatively determined by the Board as
defined by the SEC.
The
Compensation Committee’s chairperson shall be designated by the full Board or,
if it does not do so, the Compensation Committee members shall elect a
chairperson by vote of a majority of the Compensation Committee.
Policies and
Procedures
In
carrying out its responsibilities, the Compensation Committee believes its
policies and procedures should remain flexible in order to be able to best react
to changing conditions. The Compensation Committee will:
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Investigate
any matter brought to its attention within the scope of its
duties.
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Obtain
the approval of the full Board of this Charter and review and reassess
this Charter at least annually or as conditions
dictate.
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Meet
in an executive session at least annually near the end of the Company’s
fiscal year, and more frequently as circumstances
dictate.
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Be
governed by majority vote of its
members.
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Report
its actions and any recommendations to the Board after each Compensation
Committee meeting and review its performance as a committee on an annual
basis.
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The
Compensation Committee shall have the authority to obtain advice and seek
assistance from internal and external legal, accounting and other advisors such
as consultants and shall determine the extent of funding necessary for the
payment of compensation to such persons.