Attached files
| file | filename |
|---|---|
| 8-K - UNIVERSAL TRAVEL GROUP | v199810_8k.htm |
| EX-14.1 - UNIVERSAL TRAVEL GROUP | v199810_ex14-1.htm |
| EX-99.1 - UNIVERSAL TRAVEL GROUP | v199810_ex99-1.htm |
| EX-99.3 - UNIVERSAL TRAVEL GROUP | v199810_ex99-3.htm |
UNIVERSAL
TRAVEL GROUP
COMPENSATION
COMMITTEE CHARTER
Committee Purpose and
Responsibilities
1. The
Committee shall have the purpose and direct responsibility to:
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(a)
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Review
and approve corporate goals and objectives relevant to the
compensation of the Company’s Chief Executive Officer (“CEO”),
evaluate the CEO’s performance in light of those goals and objectives and,
either as a committee or together with the other independent directors (as
directed by the Board), determine and approve the CEO’s compensation level
based on this evaluation. In determining the long-term incentive component
of CEO compensation, the Committee shall consider, among other factors,
the Company’s performance and relative shareholder return, the value of
similar incentive awards to CEOs at comparable companies and the awards
given to the CEO in past years.
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(b)
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Make
recommendations to the Board with respect to the compensation of the other
executive officers and the directors, incentive-compensation plans and
equity-based plans that are subject to Board
approval.
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(c)
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Approve
any new equity compensation plan or any material change to an existing
plan prior to submission of such plan or such change for
shareholder approval.
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(d)
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In
consultation with management, oversee regulatory compliance with
respect to compensation matters, including overseeing the Company’s
policies on structuring compensation programs to provide for favorable
tax treatment.
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(e)
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Make
recommendations to the Board with respect to any severance or similar
termination payments proposed to be made to any current or former
executive officer of the Company.
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(f)
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Prepare
and issue the evaluation required under “Performance Evaluation”
below.
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(g)
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Report
to the Board on a regular basis, and not less than once per
year.
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(h)
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Perform
any other duties or responsibilities expressly delegated to the Committee
by the Board from time to time relating to the Company’s compensation
programs.
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(i)
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Prepare
the disclosure required by Item 407€(5) of Regulation
S-K.
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Committee Structure and Operations
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2.
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The
Committee shall designate one member of the Committee as its chairperson.
In the event of a tie vote on any issue, the chairperson’s vote shall
decide the issue. The Committee shall meet at least three times a year at
a time and place determined by the Committee chairperson, with further
meetings to occur, or actions to be taken by unanimous written consent,
when deemed necessary or desirable by the Committee or its chairperson.
Members of the Committee may participate in a meeting of the Committee by
means of conference call or similar communications equipment by means of
which all persons participating in the meeting can hear each
other.
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3.
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The
Committee may invite such members of management to its meetings as it
deems appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The CEO should not attend
any meeting where the CEO’s performance or compensation is discussed,
unless specifically invited by the
Committee.
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4.
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The
Committee must be composed entirely of independent
directors.
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Delegation to
Subcommittee
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5.
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The
Committee may, in its discretion, delegate all or a portion of its duties
and responsibilities to a subcommittee of the
Committee.
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Performance Evaluation
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6.
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The
Committee shall prepare and review with the Board an annual performance
evaluation of the Committee, which evaluation shall compare the
performance of the Committee with the requirements of this charter. The
performance evaluation shall also recommend to the Board any improvements
to the Committee’s charter deemed necessary or desirable by the Committee.
The performance evaluation by the Committee 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 chairperson of the Committee or any other member of the
Committee designated by the Committee to make this
report.
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Resources and Authority of the
Committee
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7.
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The
Committee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select,
retain, terminate, and approve the fees and other retention terms of
special counsel or other experts or consultants, as it deems appropriate,
without seeking approval of the Board or management. With
respect to compensation consultants retained to assist in the evaluation
of director, CEO or senior executive compensation, this authority shall be
vested solely in the Committee.
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