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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 and
November 16, 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
1. 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.
2. 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.
3. 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 shareholder 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.
4. 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.
5. 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 fiscal year base salary
increase (merit) budget pools and other bonus or incentive pools, with
input from management. The Committee is authorized to approve all stock
option grants, restricted stock grants and other similar equity grants,
including all terms thereof such as price and vesting schedule, to
eligible participants under any of the Corporation’s equity plans who
are not executive officers and/or directors. The terms of the equity
grants approved by the Committee shall be in accordance with the
requirements of the applicable plan of the Corporation. It is the
obligation of the Committee to inform the Board of its decisions
hereunder. 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.
6. 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.
7. Corporate and Individual
Performance Objectives. The Board reviews and approves the
individual performance objectives and bonus targets 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
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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