Attached files
| file | filename |
|---|---|
| EX-3.1 - Xinde Technology Co | v197162_ex3-1.htm |
| EX-99.3 - Xinde Technology Co | v197162_ex99-3.htm |
| EX-14.1 - Xinde Technology Co | v197162_ex14-1.htm |
| EX-99.5 - Xinde Technology Co | v197162_ex99-5.htm |
| EX-99.4 - Xinde Technology Co | v197162_ex99-4.htm |
| EX-99.1 - Xinde Technology Co | v197162_ex99-1.htm |
| 8-K - Xinde Technology Co | v197162_8k.htm |
CHARTER
OF THE COMPENSATION COMMITTEE
OF
XINDE
TECHNOLOGY COMPANY
(Adopted
as of September 16, 2010)
AUTHORITY
AND PURPOSE
The
Compensation Committee (the “Committee”) of Xinde
Technology Company, a Nevada corporation (the “Company”) is
appointed by the Company’s Board of Directors (the “Board”) to assist the
Board in reviewing and approving the compensation structure of the Company’s
directors and executive officers, including all forms of compensation to be
provided to the Company’s directors and executive officers, and review share
compensation arrangements for all of the Company’s other employees. The
Committee shall: (i) review the Company’s compensation practices and policies;
(ii) annually review and approve the corporate goals and objectives
relevant to compensation for the Chief Executive Officer (the “CEO”) and the other
senior executives; (iii) evaluate CEO performance; (iv) determine CEO
compensation level based on the Committee’s evaluation of CEO performance; (v)
make recommendations to the Board with respect to non-CEO executive officer
compensation and incentive-compensation based plans, if any (vi) annually assist
in the Company’s compliance with the regulations of the U.S. Securities and
Exchange Commission (“SEC”) regarding
executive compensation disclosure; and (vii) perform such other tasks the Board
deems appropriate.
POWERS
The
Committee shall be empowered, without the approval of the Board or management,
to engage and compensate independent legal, accounting and other advisors, as it
determines necessary to carry out its duties. The Committee shall have the
sole authority to retain and terminate any consultant that it uses to assist in
the Committee’s evaluation of director, Chief Executive Officer or executive
officer compensation and shall have the sole authority to approve that
consultant’s fees and other retention terms. The Committee shall receive
appropriate funding, as determined by the Committee, from the Company for
payment of: (a) compensation to any advisor employed by the
Committee; and (b) ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties.
The
Committee may form and delegate authority to subcommittees when
appropriate.
All
powers of the Committee are subject to the restrictions designated in the
Company’s Articles of Incorporation, as amended from time to time (the “Articles of
Incorporation”), and by applicable law.
COMMITTEE
MEMBERSHIP
The
Committee members (“Members”) shall be
appointed by the Board and shall serve at the discretion of the Board. The
Committee shall consist of such number of directors as shall be determined by
the Board.
Each
Member shall be an Independent Director (as defined below), subject to
exemptions provided for in the rules and regulations of the U.S. Securities and
Exchange Commission or the rules of the NASDAQ Stock Market. “Independent
Director” means a person who meets the then current requirements for
“independence” of the applicable rules and regulations of the U.S. Securities
and Exchange Commission and the rules of the NASDAQ Stock Market.
Unless otherwise directed by the Board,
each Member shall serve until such Member ceases to serve as a Member of the
Board, whether by resignation or removal, or until his or her successor has been
duly appointed by the Board. All Members shall be subject to removal by
the Board.
DUTIES
AND RESPONSIBILITIES
The
Committee shall be responsible for, among other things, the
following:
|
|
a.
|
Annually
review and approve the Company’s corporate goals and objectives relevant
to the compensation of the Chief Executive Officer, evaluate the Chief
Executive Officer’s performance in light of such goals and objectives,
and, either as a Committee or together with the other independent
directors (as directed by the Board), determine and approve the Chief
Executive Officer’s compensation level based on this evaluation. In
determining the long-term incentive component of the Chief Executive
Officer’s compensation, the Committee shall consider the Company’s
performance and relative shareholder return, the value of similar
incentive awards to chief executive officers at comparable companies, and
the awards given to the Chief Executive Officer in past
years.
|
|
|
b.
|
Annually
review and make recommendations to the Board with respect to the
compensation of those executive officers who are not the Chief Executive
Officer, and incentive-compensation and equity based-plans that are
subject to Board approval.
|
|
|
c.
|
Monitor
the administration of the Company’s incentive-compensation plans and
equity based-plans as in effect and as adopted from time to time by the
Board; provided
that the Board shall retain the authority to interpret such
plans.
|
|
|
d.
|
Approve
any new equity compensation plan or any material change to an existing
plan where shareholder approval has not been
obtained.
|
|
|
e.
|
Approve
any share option award or any other type of award as may be required for
complying with any tax, securities, or other regulatory requirement, or
otherwise determined to be appropriate or desirable by the Committee or
Board.
|
|
|
f.
|
Ensure
appropriate overall corporate performance measures and goals are set and
determine the extent that established goals have been achieved and any
related compensation earned.
|
- 2
-
|
|
g.
|
Annually
assist the Board in reviewing and approving the compensation structure of
the Company’s directors and non-executive officers, including the
following: (i) annual base salary levels; (ii) annual incentive
compensation levels; (iii) long-term incentive compensation levels;
(iv) employment agreements, severance agreements, and change of control
agreements/provisions, in each case as, when and if appropriate; and (v)
any supplemental or special
benefits.
|
|
|
h.
|
Annually
review share compensation arrangements for all of the Company’s
non-director and non-executive officer
employees.
|
|
|
i.
|
Perform
such other functions and have such other powers consistent with this
Charter, the Company’s Bylaws, the Articles of Incorporation, and
governing law as the Committee or the Board may deem
appropriate.
|
|
|
j.
|
If
requested by the Board, produce a Committee report on executive officer
compensation which may be filed with the U.S. Securities and Exchange
Commission.
|
|
|
k.
|
Prepare
and issue the evaluation required under “Performance Evaluation”
below.
|
PERFORMANCE
EVALUATION
The
Committee shall annually review and assess the adequacy of this Charter and
recommend any proposed changes to the Board for approval. The Committee
shall also perform an annual evaluation of its own performance, which shall
compare the performance of the Committee with the requirements of this
Charter. Such performance evaluation shall be conducted in such manner as
the Committee deems appropriate. The report to the Board may take the form
of an oral report by the Chairman of the Committee (the “Committee Chair”) or
any other Member of the Committee designated by the Committee to make this
report.
STRUCTURE
AND MEETINGS
The
Committee shall conduct its business in accordance with this Charter, the
Company’s Bylaws, the Articles of Incorporation, and any direction set forth by
the Board. The Committee Chair shall be designated by the Board or, in the
absence of such a designation, by a majority of the Members. The
designated Committee Chair shall preside at each meeting of the Committee and,
in consultation with the other Members, shall set the frequency and length of
each meeting and the agenda of items to be addressed at each meeting. In
the absence of the designated Committee Chair at any meeting of the Committee,
the Members present at such meeting shall designate a Committee Chair pro tem to serve in that
capacity for the purposes of such meeting (not to include any adjournment
thereof) by majority vote. The Committee Chair (other than a Committee
Chair designated pro
tem) shall ensure that the agenda for each meeting is distributed to each
Member in advance of the applicable meeting.
The
Committee shall meet at least once a year, at a time and place determined by the
Committee Chair, with further meetings to occur, or actions to be taken by
unanimous written consent, when deemed necessary or desirable by the Committee
or the Committee Chair. The Committee may establish its own schedule,
provided that it shall provide such schedule to the Board in advance.
Special meetings of the Committee may be called by or at the request of any
Member of the Committee or any of the Company’s executive officers, in each case
on at least twenty-four hours notice to each Member unless such notice period is
waived by the Members of the Committee.
- 3
-
A
majority of the appointed Members, but not less than two (2) Members, shall
constitute a quorum for the transaction of business. Members may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all Members participating in such meeting
can hear one another, and such participation shall constitute presence in person
at such meeting.
As
necessary or desirable, the Committee may invite any director, officer or
employee of the Company, or other persons whose advice and counsel are sought by
the Committee, to be present at meetings of the Committee, consistent with the
maintenance of confidentiality of compensation discussions. The Chief
Executive Officer shall not attend any meeting where the Chief Executive
Officer’s performance or compensation are discussed.
Unless
the Committee by resolution determines otherwise, any action required or
permitted to be taken by the Committee may be taken without a meeting if all
Members consent thereto in writing and the writing or writings are filed with
the minutes of the proceedings of the Committee.
MINUTES
The
Committee shall maintain written minutes of its meetings, which minutes shall be
filed with the minutes of the meetings of the Board.
- 4
-