Attached files
| file | filename |
|---|---|
| 10-K/A - Searchlight Minerals Corp. | v182651_10ka.htm |
| EX-31.3 - Searchlight Minerals Corp. | v182651_ex31-3.htm |
| EX-99.5 - Searchlight Minerals Corp. | v182651_ex99-5.htm |
| EX-31.4 - Searchlight Minerals Corp. | v182651_ex31-4.htm |
| EX-99.6 - Searchlight Minerals Corp. | v182651_ex99-6.htm |
COMPENSATION
COMMITTEE CHARTER
Adopted
March 23, 2010
The Board
of Directors of Searchlight Minerals Corp., a Nevada corporation (the “Corporation”), has
adopted this Charter for its Compensation Committee as of the date first written
above.
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1.
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Purpose
of the Compensation Committee
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The
purpose of the Compensation Committee of the Corporation shall be to discharge
the Board of Directors’ responsibilities relating to compensation of the
Company’s chief executive officer and other executive officers, and to produce a
report on executive compensation for inclusion in the Company’s annual meeting
proxy statement, in accordance with applicable rules and regulations promulgated
by the Securities and Exchange Commission (the “Commission”). The
Compensation Committee has responsibility for overseeing the Corporation’s
compensation and benefits policies generally, evaluating senior executive
performance, reviewing the Corporation’s management succession plan and
recommending compensation for the Corporation’s chief executive officer and
other executive officers to the Board of Directors for
determination.
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2.
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Composition
of the Compensation Committee
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Number and
Qualifications. The Compensation Committee shall initially be
comprised of not less than three (3) Directors. Each Director who
serves on the Compensation Committee must be affirmatively determined by the
Board of Directors to satisfy the independence requirements established by
Section 803A of the NYSE Amex LLC (“AMEX”) Company Guide,
as amended, modified or supplemented from time to time. The number of
members of the Compensation Committee may be increased or decreased by the Board
of Directors in its discretion.
Notwithstanding
the foregoing, if the Compensation Committee is comprised of at least three (3)
members, one (1) Director who is not independent as defined in Section 803A of
the AMEX Company Guide, and is not a current officer or employee or an immediate
family member of such person, may be appointed to the Compensation Committee, if
the Board of Directors, under exceptional and limited circumstances, determines
that membership on the Compensation Committee by the individual is required by
the best interests of the Corporation and its stockholders, and the Board of
Directors discloses, in the next annual meeting proxy statement (or in its next
annual report on Form 10-K or equivalent if the Corporation does not file an
annual proxy statement) subsequent to such determination, the nature of the
relationship and the reasons for that determination. A Director
appointed to the Compensation Committee pursuant to this paragraph may not serve
on the Compensation Committee for in excess of two (2) years.
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Appointment and
Removal. The chairman and members of the Compensation
Committee will be appointed by and serve at the discretion of the Board of
Directors. The chairman of the Compensation Committee should
generally have served at least one (1) year on the Compensation Committee prior
to becoming chairman. Each appointed member of the Compensation
Committee shall be subject to annual reconfirmation and may be removed by the
Board of Directors at any time, provided that the Board of Directors must, at
all times, assure that the Compensation Committee will have a chairman and
sufficient members to satisfy the requirements set forth above relating to the
number and qualifications of Compensation Committee members.
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3.
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Specific
Responsibilities and Duties of the Compensation
Committee
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Compensation and Benefits
Generally. The Compensation Committee shall review and make
recommendations to the Board of Directors regarding the Corporation’s
compensation and benefits policies generally (subject to stockholder approval or
ratification, if required), including reviewing and recommending any
incentive-compensation plans and equity-based plans of the
Corporation. In reviewing such compensation and benefits policies,
the Compensation Committee may consider the recruitment, development, promotion,
retention and compensation of senior executives and other employees of the
Corporation and any other factors that it deems appropriate. The
Compensation Committee shall report the results of such review and recommend
action with respect to the Corporation’s compensation and benefits policies to
the Board of Directors.
Executive
Compensation. The Compensation Committee shall recommend
compensation for the chief executive officer and other executive officers of the
Corporation on an annual basis and as vacancies or newly created positions
occur. The Compensation Committee shall review and make
recommendations to the Board of Directors regarding compensation for each of the
Corporation’s senior executives, including his or her annual base salary level,
annual incentive compensation, long-term incentive compensation, employment,
severance and change-in-control agreements, if any, and any other compensation,
ongoing perquisites or special benefit items.
In reviewing the Corporation’s
executive compensation, the Compensation Committee shall consider, among other
things, the
corporate goals and objectives relevant to executive compensation, each executive’s
performance in light of such goals and objectives, the cost to the Corporation
of such compensation, compensation (including long-term incentives) given to
senior executives in prior years, the Corporation’s financial
performance, stockholder return, the value of similar incentive awards relative
to such targets at comparable companies and any other factors the Compensation
Committee deems appropriate and in the best interests of the
Corporation. The Compensation Committee shall recommend each
executive’s compensation based on its evaluation of these and any other factors
the Compensation Committee deems appropriate and in the best interests of the
Corporation.
Disclosure. The
Compensation Committee shall produce the report on executive compensation that
the Commission requires to be included in the Corporation’s annual proxy
statement. A copy
of this Charter will be made available to stockholders without charge and on the
Corporation’s website, if required under applicable rules and
regulations. The Corporation’s Annual Report on Form 10-K will state
that this Charter is available in print to stockholders upon request, if
required under applicable rules and regulations.
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Reporting to the Board of
Directors. The Compensation Committee shall make regular
reports to the Board of Directors. These reports will include a
review of any recommendations or issues that arise with respect to the
Corporation’s compensation and benefits policies, executive compensation,
performance of management and management succession planning and any other
matters that the Compensation Committee deems appropriate or is requested to be
included by the Board of Directors. The Committee shall
periodically review and assess the adequacy of this Charter and recommend any
proposed changes to the Nominating and Corporate Governance Committee and Board
of Directors for review and approval.
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4.
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Operations
of the Compensation Committee
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Meetings. The
Compensation Committee shall meet as often as it determines is appropriate to
carry out its responsibilities under this Charter. The chairman of
the Compensation Committee, in consultation with the other Compensation
Committee members, shall determine the frequency and length of the Compensation
Committee meetings, and shall set meeting agendas consistent with this
Charter. No senior executive shall attend that portion of any meeting
where such executive’s performance or compensation is discussed. The
Compensation Committee is governed by the same rules regarding meetings
(including meetings by conference telephone or similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board of Directors.
Outside
Consultants. The Compensation Committee has the authority to
retain and terminate any compensation consultant assisting the Compensation
Committee in the evaluation of chief executive officer or senior executive
compensation, including sole authority to approve all such compensation
consultant’s fees and other retention terms.
Delegation. Except
as otherwise prohibited by law, the Corporation’s Articles of Incorporation or
the Corporation’s Bylaws, the Compensation Committee may delegate all or a
portion of its duties and responsibilities to a subcommittee or any member of
the Compensation Committee when it deems appropriate and in the best interest of
the Corporation. The Compensation Committee may delegate to one or
more officers of the Corporation the authority to make grants and awards to any
non-Section 16 officer of the Corporation under such of the Corporation’s
incentive-compensation or other equity-based plans as the Compensation Committee
deems appropriate and in accordance with the terms of such plans.
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