The purpose of the Compensation Committee
(the "Committee") of TherapeuticsMD, Inc. (the "Company") is to:
|1.||Oversee the policies of the Company relating to compensation of the Company's executives
and make recommendations to the Board, as appropriate, with respect to such policies.
|2.||Produce a report on executive compensation for inclusion in the Company's annual proxy
statement (or other filings as appropriate), in accordance with applicable rules and regulations.
In addition to the purpose set forth
above, the primary responsibilities of the Committee shall be to:
|1.||Provide that the Company's executive compensation programs are designed to enable
it to recruit, retain and motivate Company executives.
|2.||Provide that the Company's executive compensation programs are appropriately competitive,
support organization objectives and shareholder interest, and create a pay for performance linkage.
|3.||Periodically review and approve a group of companies for executive compensation competitive
comparisons, approve target pay and performance objectives against this group (and broader industry references), and monitor the
Company's executive compensation levels and its performance relative to this group.
|4.||Develop and recommend to the Board for its consideration any cash incentive compensation
plans and equity-based plans, subject to any approvals as required by the shareholders of the Company, and administer such plans
with such authority and powers as are set forth in the respective plans' instruments, including granting equity awards, establishing
performance metrics and determining payouts.
|5.||Oversee the design of all employee benefit plans and programs of the Company, its
subsidiaries and divisions, including the authority to adopt, amend and terminate such plans and programs (unless approval of
the Board or shareholders of the Company is required by law), except that the Audit Committee has been assigned the responsibility
to appoint and oversee the investment and administrative fiduciaries for such employee benefits plans and programs.
|6.||Review and approve annual and long-term individual and corporate performance goals
and other objectives relevant to the CEO's compensation, evaluate and discuss with the independent members of the Board the individual
annual and long-term performance of the CEO, as well as the annual and long-term performance of the Company, in light of the goals
and objectives set by the Committee, and recommend the CEO's compensation to the independent members of the Board based on the
|7.||Meet at least annually with the CEO to discuss the CEO's self-assessment in achieving
individual and corporate performance goals and objectives.
|8.||Oversee the evaluation of the executive officers, and other key executives deemed
to be under the Committee's purview (other than the CEO), and evaluate and approve, based on the recommendation of the CEO, the
individual elements of total compensation, including special benefit and perquisite practices, and the hiring and termination
terms for such officers.
|9.||Periodically review the Company's compensation policies and practices for employees
to assess whether such policies and practices could lead to unnecessary risk-taking behavior.
|10.||Develop, approve and oversee the Company's stock ownership guidelines for the Company's
|11.||Review and discuss with management the Compensation Discussion and Analysis, and,
based on such review and discussion, recommend to the Board that the Compensation Discussion and Analysis be included in the Company's
proxy statement (or other filings as appropriate).
|12.||Oversee shareholder communications on executive compensation matters, including with
respect to shareholder votes on executive compensation, and assess the results of the Company's most recent advisory vote on
|13.||Periodically assess and report to the Board on the performance and effectiveness of
|14.||Review this Charter on a periodical basis, update it as appropriate, and submit it
for the approval of the Board when updated.
|15.||Undertake such other responsibilities or tasks as the Board may delegate or assign
to the Committee from time to time.
|1.||The Committee shall consist entirely of independent members of the Company's Board
of Directors who are also "outside directors" for purposes of Section 162(m) of the Internal Revenue Code and "non-employee
directors" for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"). For purposes hereof,
an "independent" Director is a Director who meets the New York Stock Exchange definition of independence.
|2.||The Committee shall be comprised of not less than three (3) members.
|3.||Each member of the Committee shall be free of any relationship that, in the judgment
of the Board, would interfere with the exercise of the Committee member's independent judgment.
|4.||The Chairperson shall be appointed by the Board.
|5.||The Committee shall meet at least one (1) time each year, or more frequently as circumstances
|6.||The timing of the meetings shall be determined by the Committee and the Board.
|7.||The Board may at any time and in its complete discretion remove any member of the
Committee and may fill any vacancy in the Committee.
|8.||A majority of the total number of Committee members shall constitute a quorum of the
|9.||A majority of the members of the Committee shall be empowered to act on behalf of
|10.||The Committee may seek the assistance and counsel of legal, compensation or other
external advisors, and shall have sole authority to retain and terminate such advisors and to approve such advisors' fees and
other retention terms at the Company's expense, as the Committee determines is appropriate.
|11.||Minutes shall be kept of each Committee meeting and the Committee shall regularly
provide reports of its actions to the Board.
This Charter was adopted by the Company's
Board of Directors on February 29, 2012.