Compensation Committee Charter
PURPOSES
The purpose of the Compensation Committee of the Board of Directors of Introgen Therapeutics, Inc., a Delaware corporation (the "Company"), shall be to:
- Discharge the Board of Directors' responsibilities relating to compensation of the Company's executive officers; and
- Make recommendations to the Board of Directors regarding the compensation of the members of the Company's Board for services as directors.
In addition, the Compensation Committee will, where required by law, and to the extent it otherwise finds appropriate, perform the specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe. The Compensation Committee may further delegate its authority granted hereunder.
MEMBERSHIP
The Compensation Committee members will be appointed by, and will serve at the discretion of, the Board of Directors and will consist of at least two members of the Board of Directors, each of whom will meet the independence requirements of NASDAQ and applicable federal law. The Compensation Committee shall review at least annually, and upon the occurrence of any significant change, the qualifications and independence of its members, and shall report the result of this review to the full Board of Directors. The Compensation Committee will select its own chairperson, who will serve at the will of the Compensation Committee.
RESPONSIBILITIES
The responsibilities of the Compensation Committee will include the following, to the extent that the Compensation Committee finds proper or as required by law:
- Establishing the Company's general compensation philosophy, and overseeing the development, implementation and operation of compensation programs, including employee benefit plans and arrangements;
- Reviewing corporate goals and objectives relevant to compensation of the Chief Executive Officer of the Company, evaluating the performance of the Chief Executive Officer in light of those goals and objectives and setting the Chief Executive Officer's compensation, including grants of stock options or other equity-based compensation, based on this evaluation;
- Authorizing appointment of and approving compensation of executive officers of the Company, other than the Chief Executive Officer, including grants of stock options and equity-based compensation;
- Authorizing grants of stock options and other equity-based compensation to non-officer level employees, consultants and contractors.
- Reviewing and recommending to the Board of Directors the elements of compensation to be paid to directors for service as directors;
- Making recommendations to the Board of Directors regarding incentive-compensation plans and equity-based plans;
- Reviewing and approving arrangements with any compensation consultant to be used to assist in the evaluation of executive compensation; and
- Performing such other duties as may be requested or delegated by the Board of Directors.
The Compensation Committee will meet as often as it determines appropriate, and it may establish its own schedule.
