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Genelabs Technologies, Inc.
Compensation Committee Charter
Approved by the Board of Directors
January 23, 2004
Amended as of March 30, 2007
Organization
The Compensation Committee of the Board of Directors of Genelabs
Technologies, Inc. (the “Corporation”) shall be comprised of at least
two directors as determined from time to time by the Board. Each member
shall be qualified to serve pursuant to the requirements of the Nasdaq
Stock Market, Inc. (“Nasdaq”) and any additional requirements the board
deems appropriate. Members of the Committee shall also qualify as
“non-employee directors” within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and “outside directors” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and such additional
requirements that the Board deems appropriate. The Vice President of
Human Resources and the Corporation’s Chief Executive Officer and
President shall assist the Committee and participate in the Committee’s
deliberations at the invitation of the Committee. Other directors,
employees of the Corporation and consultants may participate in the
Committee’s deliberations at the invitation of the Committee and the
Committee may recommend that these individuals make presentations to the
full Board from time to time, with the Board’s agreement. For purposes
of this Charter, the term “officer” shall have the meaning set forth in
Rule 16a-1 of the Exchange Act. This Charter supersedes all previous
charters and resolutions of the Board adopted prior to the date of
approval of this Charter regarding the matters set forth herein.
Any vacancy on the Committee shall be filled by majority vote of the
Board. No member of the Committee shall be removed except by majority
vote of the Board.
Statement of Policy
The Committee shall act on behalf of the Board of Directors to oversee
the implementation of the Corporation's general compensation and
employee benefit plans and policies in accordance with applicable law
and regulation and authority granted by the Board, as adopted by the
Board and contained in this Charter, to review and discuss with
management the Corporation’s compensation discussion and analysis
(“CD&A”) to be included in the Corporation's annual proxy statement or
annual report on Form 10-K filed with the Securities and Exchange
Commission (the “SEC”) and to prepare a Committee report on executive
compensation as required by the SEC. The primary goals of the
Corporation’s compensation policy are to attract and retain qualified
employees and align their compensation with the Corporation’s business
objectives and performance. The Committee shall assist the Board in
fulfilling its basic fiduciary duty regarding accountability to the
Corporation’s shareholders. It is the responsibility of the Committee to
maintain communication with the management of the Corporation and the
full Board regarding the general compensation policy of the Corporation
and the matters set forth in this Charter.
Meetings and Procedures
The Committee shall meet as often as it determines necessary to carry
out its duties and responsibilities, but no less frequently than
annually. The Committee, in its discretion, may ask members of
management or others to attend its meetings (or portions thereof) and to
provide pertinent information as necessary. The Chief Executive Officer
may not be present during voting or deliberations related to her or his
compensation.
The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and
authority as the Committee deems appropriate; provided, however, that
the Committee shall not delegate to a subcommittee any power or
authority required by any law, regulation or listing standard to be
exercised by the Committee as a whole.
A majority of the members of the Committee present in person or by means
of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other shall
constitute a quorum.
The Committee shall maintain minutes of its meetings and records
relating to those meetings, shall make available copies of such minutes
to the Board and shall report regularly to the Board on its activities,
as appropriate.
Responsibilities
Set forth below are the responsibilities and authority delegated to the
Compensation Committee and the responsibilities and authority delegated
to the Options Committee by the Board.
Compensation Committee Responsibilities and Authority
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Review of Goals and Objectives. The
Committee shall review at least annually the goals and objectives of
the Corporation's executive compensation plans and recommend that
the Board amend these goals and objectives if the Committee deems
it appropriate. In addition, at least annually, the Committee shall
review the Corporation's executive compensation plans in light of
the Corporation's goals and objectives with respect to such plans,
and, if the Committee deems it appropriate, shall recommend to the
Board the adoption of new, or the amendment of existing, executive
compensation plans.
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Compensation of Chief Executive Officer.
The Committee shall evaluate annually the performance of the chief
executive officer in light of the goals and objectives of the
Corporation's executive compensation plans and policies, and, either
as the Committee or together with the other independent directors
(as directed by the Board), shall determine and recommend to the
Board for its approval, the Chief Executive Officer's compensation
level based on this evaluation, including cash (base salary, bonus,
other incentives) and non-cash compensation (stock options,
restricted stock, participation in plans). To the extent that
long-term incentive is a component of the Chief Executive Officer's
compensation, the Committee shall consider all relevant factors in
determining the appropriate level of such compensation, including
the Corporation's performance and relative shareholder return, the
value of similar awards to Chief Executive Officers of comparable
companies, and the awards given to the Corporation's Chief Executive
Officer in past years.
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Compensation of Officers. The Committee
shall review, in light of the goals and objectives of the
Corporation's compensation plans and policies, and with input from
management as appropriate, the performance of the designated
officers of the Corporation at least once annually. The Committee
shall, either as the Committee or together with the other
independent directors (as directed by the Board), determine and
recommend to the Board for its approval, compensation for each
officer, including cash (base salary, bonus, other incentives) and
non-cash compensation (stock options, restricted stock,
participation in plans). To the extent that long-term incentive
compensation is a component of such officer's compensation, the
Committee shall consider all relevant factors in determining the
appropriate level of such compensation, including the Corporation's
performance and relative stockholder return, the value of similar
awards to similarly situated officers of comparable companies, and
the awards given to the similarly situated officers of the
Corporation in past years.
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Approval of Employment or Severance
Arrangements. The Committee shall also review and recommend to
the Board of Directors for its approval, any severance or
termination arrangements to be made with any officer of the
corporation and shall review perquisites or other personal benefits
to the Corporation's officers and recommend any changes to the
Board. The Committee is authorized to approve the initial
compensation terms for officers of the Corporation that are new
hires, with input from management as appropriate and with the
obligation to inform the Board.
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Compensation of Non-officer Employees. The
Committee is authorized to set and recommend to the Board of
Directors for its approval, budget pools regarding non-officer
compensation, including annual focal review stock option grant
pools, fiscal year base salary increase (merit) budget pools, and
other bonus or incentive pools, with input from management. Except
as expressly set forth in this Charter, management shall make all
other compensation-related decisions, including bonus grants and
salary increases (provided they are within the budget guidelines set
by the Committee), regarding non-officer employees of the
Corporation and all employees of the Corporation’s subsidiaries,
including new hires, with the oversight of the Committee and the
Board as required by law and regulation.
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Board and Committee Fees. The Committee
shall evaluate annually the appropriate level of compensation for
Board and Committee service by non-employee members of the Board.
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Corporate and Individual Performance
Objectives. The Board reviews and approves the individual
performance objectives and bonus targets (including Annual and
Long-Term Incentive Plan) of the Chief Executive Officer with input
from management as appropriate. The Chief Executive Officer’s
objectives serve as the Corporation’s objectives. The Committee
shall review and approve the bonus targets of all other officers of
the Corporation based upon the Corporation’s objectives, with input
from management.
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Adoption and Administration of Compensation
and Incentive Plans. The Committee shall review at least
annually and recommend to the Board for the Board’s approval the
goals and objectives of the Corporation's general compensation plans
including all employee and director incentive plans and programs
(including all ERISA plans) of the Corporation regarding cash or
stock compensation including stock option plans, employee stock
purchase plans, and long term incentive or other bonus plans, and
shall review at least annually such plans in light of their goals
and objectives and recommend that the Board amend such plans if the
Committee deems it appropriate. The Committee shall advise and
oversee all other compensation-related plans and programs of the
Corporation administered by management, including medical, dental,
vision, tuition reimbursement and other such health and welfare
programs. The Committee shall review all equity-compensation plans
to be submitted for shareholder approval under the Nasdaq listing
standards, and review and, in the Committee's sole discretion,
approve all equity-compensation plans that are exempt from such
shareholder approval requirement. In addition, the Committee shall
perform such duties and responsibilities as may be assigned to the
Board or the Committee under the terms of any compensation or other
employee benefit plan, including any incentive-compensation or
equity-based plan.
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Perquisites and Other Personal Benefits.
To review perquisites or other personal benefits to the
Corporation’s executive officers and directors and recommend any
changes to the Board.
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CD&A. To review and discuss with
management the Corporation’s CD&A, and based on that review and
discussion, to recommend to the Board that the CD&A be included in
the Corporation’s annual proxy statement or annual report on Form
10-K.
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Compensation Committee Report. To produce
a Committee report on executive compensation as required by the SEC
to be included in the Corporation's annual proxy statement or annual
report on Form 10-K filed with the SEC and any other reports on
executive compensation as may be required under applicable
securities laws and regulations, as well as those of applicable
securities exchanges.
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Review of Processes and Procedures. To
review the description of the Committee’s processes and procedures
for the consideration and determination of executive and director
compensation to be included in the Corporation’s annual proxy
statement or annual report on Form 10-K.
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Evaluation of the Charter. On an annual
basis, the Committee shall evaluate whether this Charter
appropriately addresses the matters that are or should be within its
scope and shall recommend such changes as it deems necessary or
appropriate.
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Other Functions. To perform such duties
and responsibilities as may be assigned to the Committee under the
terms of any executive compensation plan or assigned to the Board
under the terms of any such plan and delegated to the Committee by
the Board and to perform such other specific functions as the Board
may from time to time direct.
Options Committee Responsibilities and Authority
The Options Committee is authorized to approve all stock option and
restricted stock grants, including all terms thereof such as price and
vesting schedule, to employees of the Corporation who are not officers.
The terms of the option and restricted stock grants approved by the
Options Committee shall be in accordance with the requirements of the
applicable plan of the Corporation. It is the obligation of the Options
Committee to inform the Committee of its decisions thereunder. Unless
revised by resolution of the Board, the members of the Options Committee
are the Chairman of the Board and the Chief Executive Officer and
President of the Corporation.
Role of Executive Officers
Executive officers may make, and the Committee may consider,
recommendations to the Committee regarding the Corporation’s
compensation and employee benefit plans and practice, including its
executive compensation plans, its incentive-compensation and
equity-based plans with respect to executive officers and the
Corporation’s director compensation arrangements.
Investigations and Studies; Outside Advisers
The Committee may conduct or authorize investigations into, or studies
of matters within, the Committee’s scope of responsibilities, and may
retain, at the Corporation’s expense, such independent counsel or other
consultants or advisers as it deems necessary or appropriate, including
compensation consultants to advise the Committee with respect to amounts
or forms of executive and director compensation. The Committee, or the
Board as a whole, shall have the sole authority to approve the retention
or termination of any compensation consultant to assist the Committee in
carrying out its responsibilities, including approval of the
consultant’s fees and other retention terms, such fees to be borne by
the Corporation.
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