I. Compensation Committee Purpose
The Compensation Committee (the "Committee") of Uroplasty, Inc. (the "Company") shall assist the Board of Directors (the "Board") in the discharge of its oversight responsibilities relating to compensation of the Company's executive officers and administration of the Company's stock-based benefit plans. The Committee's primary duties and responsibilities are to:
- Review and approve the compensation philosophy for the Company's executive officers.
- Review and recommend to the Board the compensation programs, plans and awards for the Company's executive officers.
- Administer the Company's stock-based benefit plans.
- Recommend levels of director compensation to the Board.
For all purposes of this charter, an "executive officer" shall mean the Company's Chief Executive Officer, President, Chief Operating Officer, and Chief Financial Officer, and any other officer who performs a policy making function for the Company, as reasonably determined by the Committee
The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, compensation consultants or other experts or consultants, as it deems appropriate. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.
III. Compensation Committee Composition and Meetings
Committee members shall be appointed by the Board. The Board shall appoint a Committee Chair. The Committee shall be comprised of not less than two directors, each of whom shall be an independent, non-executive director, free from any relationship that would interfere with the exercise of his or her independent judgment. Committee members shall meet the independence requirements under all applicable laws and regulations, including Rule 16b-3 of the Securities Exchange Act of 1934, as amended, Section 162(m) of the Internal Revenue Code, as amended and the rules for independence of the principal exchange or trading market on which the Company's common stock is traded.
The Committee shall meet at least twice annually, or more frequently as circumstances dictate. The Committee will cause to be kept adequate minutes of proceedings, and will report its actions to the next meeting of the Board.
IV. Compensation Committee Responsibilities and Duties
Executive Officer Compensation. The Committee shall:
1. Annually review the Company's philosophy regarding executive officer compensation.
2. Review recommendations made by the Chief Executive Officer for the compensation of the Company's executive officers. Based upon information gathered by the Committee, which shall include consideration of the recommendation of the Chief Executive Officer, annually recommend to the Board the levels of compensation for executive officers, including salary, cash incentive compensation and equity based compensation, which approval shall, in the case of the compensation to the Chief Executive Officer, be without the participation or presence of the Chief Executive Officer.
3. Administer the Company's cash incentive-based compensation plans in which any executive officer participates, including:
- Formulate and recommend to the Board plan objectives, including to the extent applicable, threshold, targeted and maximum objectives, and payout based on objectives;
- Recommend to the Board individual participant levels in plans;
- Formulate, with input from the Chief Executive Officer for goals that do not apply to the CEO, and recommend to the Board individual performance goals, to the extent employed;
- Confirm achievement and payout under the plan.
4. Administer the Company's stock-based plans (including specific provisions), including:
- Make grants, subject to approval by the Board;
- Consider and approve amendments to grants;
- Interpret the plans;
- Impose limitations, restrictions and conditions upon any award as the Committee deems appropriate.
5. Make recommendations to the Board regarding the adoption, amendment or termination of any incentive plan applicable to executive officers and any stock-based plan.
6. Review and approve the perquisites and supplemental benefits for executive officers.
7. Review and recommend to the Board the form of employment agreements, severance arrangements, change in control agreements and other similar arrangements for executive officers.
8. Annually issue a report on executive compensation in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the Company's annual proxy statement.
Directors. The Committee shall recommend to the full board levels of director compensation, including retainers, meeting fees, stock-based compensation and other similar components of director compensation, based, to the extent the Committee believes advisable, on reviews of director compensation of appropriate peer group companies.